No Further Negative Pledges. Except with respect to (a) specific property encumbered to secure payment of particular Indebtedness or to be sold pursuant to an executed agreement with respect to a permitted Disposition, (b) restrictions by reason of customary provisions restricting assignments, subletting or other transfers contained in leases, licenses and similar agreements entered into in the ordinary course of business (provided that such restrictions are limited to the property or assets secured by such Liens or the property or assets subject to such leases, licenses or similar agreements, as the case may be), (c) restrictions identified on Schedule 6.3, (d) restrictions in any agreement or document in effect at the time any Person becomes a Subsidiary of Holdings, so long as such agreement was not entered into in contemplation of such Person becoming a Subsidiary of Holdings, (e) restrictions contained in joint venture agreements, Organizational Documents of Non-Guarantor Subsidiaries and other similar agreements and applicable solely to the assets of such joint ventures and Non-Guarantor Subsidiaries or Equity Interests in such joint ventures or Non-Guarantor Subsidiaries, (f) restrictions in any agreement or other instrument of a Person acquired by the Borrower or any Subsidiary which was in existence at the time of such acquisition (but not created in contemplation thereof or to provide all or any portion of the funds or credit support utilized to consummate such acquisition other than in connection with the incurrence of Indebtedness of the type contemplated by Section 6.1(r)), which restriction is not applicable to any Person, or the properties or assets of any Person, other than the Person and its Subsidiaries, or the property or assets of the Person and its Subsidiaries, so acquired, (g) prohibitions that apply by reason of any applicable Law, rule, regulation or order or are required by any Governmental Authority having jurisdiction over Holdings or any of its Subsidiaries, (h) restrictions or prohibitions that arise in connection with any Lien permitted by Section 6.2, (i) restrictions relating to secured Indebtedness permitted pursuant to Sections 6.1(e), (h), (i), (j), (r) and (s), in each case, to the extent that such restrictions or prohibitions apply only to the property or assets securing such Indebtedness, (j) restrictions and prohibitions under the Credit Documents and (k) cash or other deposits permitted under Section 6.2, no Credit Party nor any of its Subsidiaries shall enter into any agreement prohibiting the creation or assumption of any Lien upon any of its properties or assets, whether now owned or hereafter acquired, to secure the Obligations.
Appears in 7 contracts
Sources: Amendment No. 7 to Amended and Restated Credit and Guaranty Agreement and Amendment No. 1 to Pledge and Security Agreement (Playboy, Inc.), Credit and Guaranty Agreement (Playboy, Inc.), Amendment No. 4 to Amended and Restated Credit and Guaranty Agreement (PLBY Group, Inc.)
No Further Negative Pledges. Except The Borrower shall not, nor shall it permit any of its Restricted Subsidiaries that are Loan Parties to, enter into any agreement prohibiting in any material respect the creation or assumption of any Lien upon any of its properties (other than Excluded Assets), whether now owned or hereafter acquired, for the benefit of the Secured Parties with respect to the Obligations, except with respect to:
(a) specific property encumbered restrictions relating to secure payment any asset (or all of particular Indebtedness or to be sold the assets) of and/or the Capital Stock of the Borrower and/or any Restricted Subsidiary which are imposed pursuant to an executed agreement entered into in connection with respect to any Disposition or other transfer, lease or license of such asset (or assets) and/or all or a portion of the Capital Stock of the relevant Person that is permitted Disposition, by this Agreement;
(b) restrictions contained in the Loan Documents, any then extant Second Lien Facility, any Incremental Equivalent Debt, any Receivables Facility (limited to the assets securing the Indebtedness arising thereunder) or any Additional Letter of Credit Facility (limited to the assets securing the Indebtedness arising thereunder) (and clause (p) of Section 6.01 to the extent relating to any extension, refinancing, refunding or replacement of any of the foregoing);
(c) restrictions contained in any documentation governing any other Indebtedness permitted by Section 6.01 to the extent such restrictions (1)(x) are, taken as a whole, in the good-faith judgment of the Borrower, not materially more restrictive as concerning the Borrower or any Restricted Subsidiary than customary market terms for Indebtedness of such type or (y) are not materially more restrictive, taken as a whole, than the restrictions contained in this Agreement (as determined by the Borrower in good faith) and (2) will not materially impair the Borrower’s obligation or ability to make any payments required hereunder (as determined by the Borrower in good faith);
(d) restrictions by reason of customary provisions restricting assignments, subletting or other transfers (including the granting of any Lien) contained in leases, licenses subleases, licenses, sublicenses, asset sale agreements and similar other agreements entered into in the ordinary course of business (provided that such restrictions are limited to the relevant leases, subleases, licenses, sublicenses, asset sale or other agreements and/or the property or assets secured by such Liens or the property or assets subject to such leases, licenses subleases, licenses, sublicenses, asset sale or similar other agreements, as the case may be), ;
(ce) restrictions identified on Schedule 6.3, (d) Permitted Liens and restrictions in the agreements relating thereto that limit the right of the Borrower or any of its Restricted Subsidiaries to Dispose of or encumber the assets subject to such Liens;
(f) provisions limiting the Disposition, distribution or encumbrance of assets or property in joint venture agreements, sale and lease-back agreements, stock sale agreements and other similar agreements, which limitation is applicable only to the assets that are the subject of such agreements (or the Persons the Capital Stock of which is the subject of such agreement (or document any “shell company” parent with respect thereto));
(g) any encumbrance or restriction assumed in effect at connection with an acquisition of the time property or Capital Stock of any Person becomes a Subsidiary of HoldingsPerson, so long as such encumbrance or restriction relates solely to the Person and its subsidiaries (including the Capital Stock of the relevant Person or Persons) and/or property so acquired (or to the Person or Persons (and its or their subsidiaries) bound thereby) and was not created solely in connection with or in anticipation of such acquisition;
(h) restrictions imposed by customary provisions in partnership agreements, limited liability company organizational governance documents, joint venture agreements and other similar agreements that restrict the transfer of the assets of, or ownership interests in, the relevant partnership, limited liability company, joint venture or any similar Person (or any “shell company” parent with respect thereto);
(i) restrictions on Cash or other deposits permitted under Section 6.02 and/or 6.06 and any net worth requirements, including such restrictions or requirements imposed by Persons under contracts entered into in the ordinary course of business or for whose benefit such Cash or other deposits or net worth requirements exist;
(j) restrictions (i) set forth in documents which exist on the Closing Date or (ii) which are contemplated as of the Closing Date and, in the case of this clause (ii), as set forth on Schedule 6.03;
(k) restrictions contained in documents governing Indebtedness of any Restricted Subsidiary that is not a Loan Party permitted hereunder;
(l) [reserved];
(m) provisions restricting the granting of a security interest in IP Rights contained in licenses, sublicenses or cross-licenses by the Borrower and its Restricted Subsidiaries of such IP Rights, which licenses, sublicenses and cross-licenses were entered into in the ordinary course of business (in which case such restriction shall relate only to such IP Rights);
(n) restrictions arising under or as a result of applicable Requirements of Law or the terms of any license, authorization, concession or permit issued or granted by a Governmental Authority;
(o) restrictions with respect to a Restricted Subsidiary that was previously an Unrestricted Subsidiary, pursuant to or by reason of an agreement that such Restricted Subsidiary is a party to or entered into before the date on which such Subsidiary became a Restricted Subsidiary; provided that such agreement was not entered into in contemplation anticipation of an Unrestricted Subsidiary becoming a Restricted Subsidiary and any such restriction does not extend to any assets or property of the Borrower or any other Restricted Subsidiary other than the assets and property of such Person becoming a Subsidiary of Holdings, Subsidiary;
(ep) customary restrictions imposed in connection with any Receivables Facility or similar transaction permitted hereunder;
(q) restrictions contained in joint venture agreementsthe iStar Sale/Leaseback Documents or the iStar Sale/Leaseback 2014 Documents as in effect on the date of this Agreement, Organizational Documents of Non-Guarantor Subsidiaries and other similar agreements and applicable solely to the assets of such joint ventures and Non-Guarantor Subsidiaries or Equity Interests in such joint ventures or Non-Guarantor Subsidiaries, (f) restrictions contained in any agreement iStar Exchange Documents or other instrument of a Person acquired by the Borrower or any Subsidiary which was in existence at the time of such acquisition (but not created in contemplation thereof or to provide all or any portion of the funds or credit support utilized to consummate such acquisition other than in connection with the incurrence of Indebtedness of the type contemplated by Section 6.1(r)), which restriction is not applicable to any Person, or the properties or assets of any Person, other than the Person and its Subsidiaries, or the property or assets of the Person and its Subsidiaries, so acquired, (g) prohibitions that apply by reason of any applicable Law, rule, regulation or order or are required by any Governmental Authority having jurisdiction over Holdings or any of its Subsidiaries, (h) restrictions or prohibitions that arise in connection with any Lien permitted by Section 6.2, (i) restrictions relating to secured Indebtedness permitted pursuant to Sections 6.1(e), (h), (i), (j), Excluded Property Transaction Documents; and
(r) and other restrictions or encumbrances imposed by any amendment, modification, restatement, renewal, increase, supplement, refunding, replacement or refinancing of the contracts, instruments or obligations referred to in clauses (s)a) through (q) above; provided that no such amendment, modification, restatement, renewal, increase, supplement, refunding, replacement or refinancing is, in each casethe good faith judgment of the Borrower, more restrictive with respect to such encumbrances and other restrictions, taken as a whole, than those in effect prior to the extent that such restrictions relevant amendment, modification, restatement, renewal, increase, supplement, refunding, replacement or prohibitions apply only to the property or assets securing such Indebtedness, (j) restrictions and prohibitions under the Credit Documents and (k) cash or other deposits permitted under Section 6.2, no Credit Party nor any of its Subsidiaries shall enter into any agreement prohibiting the creation or assumption of any Lien upon any of its properties or assets, whether now owned or hereafter acquired, to secure the Obligationsrefinancing.
Appears in 6 contracts
Sources: First Lien Credit Agreement (Isos Acquisition Corp.), First Lien Credit Agreement (Isos Acquisition Corp.), First Lien Credit Agreement (Isos Acquisition Corp.)
No Further Negative Pledges. Except The Parent Borrower shall not, nor shall it permit any of its Restricted Subsidiaries that are Loan Parties to, enter into any agreement prohibiting in any material respect the creation or assumption of any Lien upon any of its properties (other than Excluded Assets), whether now owned or hereafter acquired, for the benefit of the Secured Parties with respect to the Obligations, except with respect to:
(a) specific property encumbered restrictions relating to secure payment any asset (or all of particular Indebtedness or to be sold the assets) of and/or the Capital Stock of the Parent Borrower and/or any Restricted Subsidiary which are imposed pursuant to an executed agreement entered into in connection with respect to any Disposition or other transfer, lease or license of such asset (or assets) and/or all or a portion of the Capital Stock of the relevant Person that is permitted Disposition, by this Agreement;
(b) restrictions contained in the Loan Documents, any then extant Second Lien Facility, any Incremental Equivalent Debt, any Receivables Facility (limited to the assets securing the Indebtedness arising thereunder) or any Additional Letter of Credit Facility (limited to the assets securing the Indebtedness arising thereunder) (and clause (p) of Section 6.01 to the extent relating to any extension, refinancing, refunding or replacement of any of the foregoing);
(c) restrictions contained in any documentation governing any other Indebtedness permitted by Section 6.01 to the extent such restrictions (1)(x) are, taken as a whole, in the good-faith judgment of the Parent Borrower, not materially more restrictive as concerning the Parent Borrower or any Restricted Subsidiary than customary market terms for Indebtedness of such type or (y) are not materially more restrictive, taken as a whole, than the restrictions contained in this Agreement (as determined by the Parent Borrower in good faith) and (2) will not materially impair the Parent Borrower’s obligation or ability to make any payments required hereunder (as determined by the Parent Borrower in good faith);
(d) restrictions by reason of customary provisions restricting assignments, subletting or other transfers (including the granting of any Lien) contained in leases, licenses subleases, licenses, sublicenses, asset sale agreements and similar other agreements entered into in the ordinary course of business (provided that such restrictions are limited to the relevant leases, subleases, licenses, sublicenses, asset sale or other agreements and/or the property or assets secured by such Liens or the property or assets subject to such leases, licenses subleases, licenses, sublicenses, asset sale or similar other agreements, as the case may be), ;
(ce) restrictions identified on Schedule 6.3, (d) Permitted Liens and restrictions in the agreements relating thereto that limit the right of the Parent Borrower or any of its Restricted Subsidiaries to Dispose of or encumber the assets subject to such Liens;
(f) provisions limiting the Disposition, distribution or encumbrance of assets or property in joint venture agreements, sale and lease-back agreements, stock sale agreements and other similar agreements, which limitation is applicable only to the assets that are the subject of such agreements (or the Persons the Capital Stock of which is the subject of such agreement (or document any “shell company” parent with respect thereto));
(g) any encumbrance or restriction assumed in effect at connection with an acquisition of the time property or Capital Stock of any Person becomes a Subsidiary of HoldingsPerson, so long as such encumbrance or restriction relates solely to the Person and its subsidiaries (including the Capital Stock of the relevant Person or Persons) and/or property so acquired (or to the Person or Persons (and its or their subsidiaries) bound thereby) and was not created solely in connection with or in anticipation of such acquisition;
(h) restrictions imposed by customary provisions in partnership agreements, limited liability company organizational governance documents, joint venture agreements and other similar agreements that restrict the transfer of the assets of, or ownership interests in, the relevant partnership, limited liability company, joint venture or any similar Person (or any “shell company” parent with respect thereto);
(i) restrictions on Cash or other deposits permitted under Section 6.02 and/or 6.06 and any net worth or similar requirements, including such restrictions or requirements imposed by Persons under contracts entered into in the ordinary course of business or for whose benefit such Cash or other deposits or net worth or similar requirements exist;
(j) restrictions (i) set forth in documents which exist on the Amendment No. 8 Effective Date or (ii) which are contemplated as of the Amendment No. 8 Effective Date and, in the case of this clause (ii), as set forth on Schedule 6.03;
(k) restrictions contained in documents governing Indebtedness of any Restricted Subsidiary that is not a Loan Party permitted hereunder;
(l) restrictions in Indebtedness permitted by Section 6.01 that is secured by a Permitted Lien if the relevant restriction applies only to the Persons obligated under such Indebtedness and its Restricted Subsidiaries or the assets intended to secure such Indebtedness;
(m) provisions restricting the granting of a security interest in IP Rights contained in licenses, sublicenses or cross-licenses by the Parent Borrower and its Restricted Subsidiaries of such IP Rights, which licenses, sublicenses and cross-licenses were entered into in the ordinary course of business (in which case such restriction shall relate only to such IP Rights);
(n) restrictions arising under or as a result of applicable Requirements of Law or the terms of any license, authorization, concession or permit issued or granted by a Governmental Authority;
(o) restrictions with respect to a Restricted Subsidiary that was previously an Unrestricted Subsidiary, pursuant to or by reason of an agreement that such Restricted Subsidiary is a party to or entered into before the date on which such Subsidiary became a Restricted Subsidiary; provided that such agreement was not entered into in contemplation anticipation of an Unrestricted Subsidiary becoming a Restricted Subsidiary and any such restriction does not extend to any assets or property of the Parent Borrower or any other Restricted Subsidiary other than the assets and property of such Person becoming a Subsidiary of Holdings, Subsidiary;
(ep) customary restrictions imposed in connection with any Receivables Facility or similar transaction permitted hereunder;
(q) restrictions contained in joint venture agreementsthe Carlyle Sale/Leaseback Documents or the Carlyle Sale/Leaseback 2014 Documents as in effect on the date of this Agreement, Organizational Documents of Non-Guarantor Subsidiaries and other similar agreements and applicable solely to the assets of such joint ventures and Non-Guarantor Subsidiaries or Equity Interests in such joint ventures or Non-Guarantor Subsidiaries, (f) restrictions contained in any agreement or other instrument of a Person acquired by the Borrower or Excluded Property Transaction Documents and/or any Subsidiary which was in existence at the time of such acquisition (but not created in contemplation thereof or to provide all or documents governing any portion of the funds or credit support utilized to consummate such acquisition other than in connection with the incurrence of Indebtedness of the type contemplated by Section 6.1(r)), which restriction is not applicable to any Person, or the properties or assets of any Person, other than the Person Sale and its Subsidiaries, or the property or assets of the Person and its Subsidiaries, so acquired, (g) prohibitions that apply by reason of any applicable Law, rule, regulation or order or are required by any Governmental Authority having jurisdiction over Holdings or any of its Subsidiaries, (h) restrictions or prohibitions that arise in connection with any Lien permitted by Section 6.2, (i) restrictions relating to secured Indebtedness permitted pursuant to Sections 6.1(e), (h), (i), (j), Lease-Back Transactions; and
(r) and (s)other restrictions or encumbrances imposed by any amendment, modification, restatement, renewal, increase, supplement, refunding, replacement or refinancing of the contracts, instruments or obligations referred to in clauses (a) through (q) above; provided that no such amendment, modification, restatement, renewal, increase, supplement, refunding, replacement or refinancing is, in each casethe good faith judgment of the Parent Borrower, more restrictive with respect to such encumbrances and other restrictions, taken as a whole, than those in effect prior to the extent that such restrictions relevant amendment, modification, restatement, renewal, increase, supplement, refunding, replacement or prohibitions apply only to the property or assets securing such Indebtedness, (j) restrictions and prohibitions under the Credit Documents and (k) cash or other deposits permitted under Section 6.2, no Credit Party nor any of its Subsidiaries shall enter into any agreement prohibiting the creation or assumption of any Lien upon any of its properties or assets, whether now owned or hereafter acquired, to secure the Obligationsrefinancing.
Appears in 4 contracts
Sources: First Lien Credit Agreement (Lucky Strike Entertainment Corp), First Lien Credit Agreement (Lucky Strike Entertainment Corp), First Lien Credit Agreement (Lucky Strike Entertainment Corp)
No Further Negative Pledges. Except The Parent Borrower shall not, nor shall it permit any of its Restricted Subsidiaries to, enter into any agreement prohibiting the creation or assumption of any Lien upon any Collateral, whether now owned or hereafter acquired, for the benefit of the Secured Parties with respect to the Obligations, except with respect to:
(a) specific property encumbered to secure payment of particular Indebtedness or to be sold pursuant to an executed any Disposition permitted by Section 6.07;
(b) restrictions contained in any agreement with respect to Indebtedness permitted by Section 6.01 that is secured by a Permitted Lien, but only if such restrictions apply only to the Person or Persons obligated under such Indebtedness and its or their Restricted Subsidiaries or the property or assets securing such Indebtedness;
(c) restrictions contained in any ABL Facility and the documentation governing Indebtedness permitted Dispositionby clauses (i), (bj), (m), (n), (p), (q), (u), (w), (x), (z) and/or (ii) of Section 6.01, in each case, to the extent such restriction does not restrict the Secured Obligations from being secured by assets that constitute Collateral;
(d) restrictions by reason of customary provisions restricting assignments, subletting or other transfers (including the granting of any Lien) contained in leases, licenses subleases, licenses, sublicenses and similar other agreements entered into in the ordinary course of business (provided that such restrictions are limited to the relevant leases, subleases, licenses, sublicenses or other agreements and/or the property or assets secured by such Liens or the property or assets subject to such leases, licenses subleases, licenses, sublicenses or similar other agreements, as the case may be), ;
(ce) restrictions identified on Schedule 6.3, (d) Permitted Liens and restrictions in the agreements relating thereto that limit the right of the Parent Borrower or any agreement of its Restricted Subsidiaries to Dispose of, or document encumber the assets subject to such Liens;
(f) provisions limiting the Disposition or distribution of assets or property in effect at joint venture agreements, sale-leaseback agreements, stock sale agreements and other similar agreements, which limitation is applicable only to the time assets that are the subject of such agreements (or the Persons the Capital Stock of which is the subject of such agreement);
(g) any Person becomes a Subsidiary encumbrance or restriction assumed in connection with an acquisition of Holdingsthe property or Capital Stock of any Person, so long as such agreement encumbrance or restriction relates solely to the property so acquired (or to the Person or Persons (and its or their subsidiaries) bound thereby) and was not created in connection with or in anticipation of such acquisition;
(h) restrictions imposed by customary provisions in partnership agreements, limited liability company organizational governance documents, joint venture agreements and other similar agreements that restrict the transfer of the assets of, or ownership interests in, the relevant partnership, limited liability company, joint venture or any similar Person;
(i) restrictions on Cash or other deposits imposed by Persons under contracts entered into in contemplation the ordinary course of business or for whose benefit such Person becoming a Subsidiary of HoldingsCash or other deposits exist;
(j) restrictions set forth in documents which exist on the Closing Date;
(k) restrictions set forth in any Loan Document, any Hedge Agreement and/or any agreement relating to any Banking Services Obligation;
(el) restrictions contained in joint venture agreements, Organizational Documents documents governing Indebtedness permitted hereunder of Non-Guarantor Subsidiaries and other similar agreements and applicable solely to the assets of such joint ventures and Non-Guarantor Subsidiaries or Equity Interests in such joint ventures or Non-Guarantor Subsidiaries, any Restricted Subsidiary that is not a Loan Party;
(fm) restrictions in on any agreement asset (or other instrument all of a Person acquired by the assets) of and/or the Capital Stock of the Parent Borrower or and/or any Restricted Subsidiary which was in existence at the time of such acquisition (but not created in contemplation thereof or is imposed pursuant to provide all or any portion of the funds or credit support utilized to consummate such acquisition other than in connection with the incurrence of Indebtedness of the type contemplated by Section 6.1(r)), which restriction is not applicable to any Person, or the properties or assets of any Person, other than the Person and its Subsidiaries, or the property or assets of the Person and its Subsidiaries, so acquired, (g) prohibitions that apply by reason of any applicable Law, rule, regulation or order or are required by any Governmental Authority having jurisdiction over Holdings or any of its Subsidiaries, (h) restrictions or prohibitions that arise an agreement entered into in connection with any Lien Disposition of such asset (or assets) and/or all or a portion of the Capital Stock of the relevant Person that is permitted or not restricted by Section 6.2, this Agreement;
(in) restrictions set forth in any agreement relating to secured Indebtedness permitted pursuant any Permitted Lien that limits the right of the Parent Borrower or any Restricted Subsidiary to Sections 6.1(e)Dispose of or encumber the assets subject thereto;
(o) restrictions contained in any agreement with respect to any NMTC Transaction; and
(p) restrictions or encumbrances imposed by any amendment, modification, restatement, renewal, increase, supplement, refunding, replacement or refinancing of the contracts, instruments or obligations referred to in clauses (h)a) through (o) above; provided that no such amendment, (i)modification, (j)restatement, (r) and (s)renewal, increase, supplement, refunding, replacement or refinancing is, in each casethe good faith judgment of the Parent Borrower, more restrictive with respect to such encumbrances and other restrictions, taken as a whole, than those in effect prior to the extent that such restrictions relevant amendment, modification, restatement, renewal, increase, supplement, refunding, replacement or prohibitions apply only to the property or assets securing such Indebtedness, (j) restrictions and prohibitions under the Credit Documents and (k) cash or other deposits permitted under Section 6.2, no Credit Party nor any of its Subsidiaries shall enter into any agreement prohibiting the creation or assumption of any Lien upon any of its properties or assets, whether now owned or hereafter acquired, to secure the Obligationsrefinancing.
Appears in 4 contracts
Sources: Fourth Amendment Agreement (Ecovyst Inc.), Third Amendment Agreement (Ecovyst Inc.), Term Loan Credit Agreement (Ecovyst Inc.)
No Further Negative Pledges. Except with respect The Credit Parties will not enter into, assume or become subject to any agreement prohibiting or otherwise restricting the creation or assumption of any Lien upon any of their properties or assets to secure the Credit Party Obligations, whether now owned or hereafter acquired, or requiring the grant of any security for such obligation if security is given to secure the Credit Party Obligations, except (a) specific property encumbered to secure payment of particular Indebtedness or to be sold pursuant to an executed agreement with respect to a permitted Dispositionthis Agreement and the other Credit Documents or applicable law, (b) restrictions or conditions imposed by reason any agreement relating to purchase money Indebtedness, Capital Leases and other secured Indebtedness permitted by this Agreement if such restrictions or conditions apply only to the property or assets securing such Indebtedness, (c) 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, (d) customary restrictions and conditions contained in agreements relating to the sale of Equity Interests or assets of any Subsidiary pending such sale, provided such restrictions and conditions apply only to the Subsidiary to be sold and such sale is permitted hereunder, (e) customary provisions restricting assignments, subletting or other transfers contained in leases, licenses and similar agreements entered into in other contracts restricting the ordinary course of business (provided that such restrictions are limited to the property or assets secured by such Liens or the property or assets subject to such leases, licenses or similar agreements, as the case may be)assignment thereof, (cf) restrictions identified on Schedule 6.3customary provisions in joint venture agreements restricting the assignment thereof or upon the assets of such joint venture, and (dg) restrictions in any agreement or document in effect at the time any Person becomes a Subsidiary of Holdings, so long as the Borrower; provided that such agreement was not entered into in contemplation of such Person becoming a Subsidiary of Holdings, (e) restrictions contained in joint venture agreements, Organizational Documents of Non-Guarantor Subsidiaries and other similar agreements and applicable solely to the assets of such joint ventures and Non-Guarantor Subsidiaries or Equity Interests in such joint ventures or Non-Guarantor Subsidiaries, (f) restrictions in any agreement or other instrument of a Person acquired by the Borrower or any Subsidiary which was in existence at the time of such acquisition (but not created in contemplation thereof or to provide all or any portion of the funds or credit support utilized to consummate such acquisition other than in connection with the incurrence of Indebtedness of the type contemplated by Section 6.1(r)), which restriction is not applicable to any Person, or the properties or assets of any Person, other than the Person and its Subsidiaries, or the property or assets of the Person and its Subsidiaries, so acquired, (g) prohibitions that apply by reason of any applicable Law, rule, regulation or order or are required by any Governmental Authority having jurisdiction over Holdings or any of its SubsidiariesBorrower, (h) restrictions restrictions, which are not more restrictive in any material respect than those contained in this Agreement or prohibitions that arise any of the other Credit Documents, contained in connection any documents governing any Indebtedness or other obligations incurred after the Closing Date in accordance with any Lien permitted by Section 6.2this Agreement, and (i) customary restrictions relating entered into in the ordinary course of business with respect to secured Indebtedness permitted pursuant Intellectual Property that limit the ability to Sections 6.1(e), (h), (i), (j), (r) and (s), grant a security interest in each case, to the extent that such restrictions or prohibitions apply only to the property or assets securing such Indebtedness, (j) restrictions and prohibitions under the Credit Documents and (k) cash or other deposits permitted under Section 6.2, no Credit Party nor any of its Subsidiaries shall enter into any agreement prohibiting the creation or assumption of any Lien upon any of its properties or assets, whether now owned or hereafter acquired, to secure the ObligationsIntellectual Property.
Appears in 4 contracts
Sources: Credit Agreement (Fluent, Inc.), Credit Agreement (Fluent, Inc.), Credit Agreement (Fluent, Inc.)
No Further Negative Pledges. Except No Borrower shall, nor shall any Borrower permit any Restricted Subsidiary that is not a Loan Party to, enter into any agreement prohibiting the creation or assumption of any Lien upon any of its properties, whether now owned or hereafter acquired, for the benefit of the Secured Parties with respect to the Obligations, except with respect to:
(a) specific property encumbered to secure payment of particular Indebtedness or to be sold pursuant to an executed any Disposition permitted by Section 6.07;
(b) restrictions contained in any agreement with respect to Indebtedness permitted by Section 6.01 that is secured by a Permitted Lien, but only if such restrictions apply only to the Person or Persons obligated under such Indebtedness and its or their Restricted Subsidiaries or the property or assets securing such Indebtedness;
(c) restrictions contained in the documentation governing Indebtedness permitted Dispositionby clauses (j), (bm), (q), (r), (u), (w), (x) and/or (z) of Section 6.01 (and clause (p) of Section 6.01 to the extent relating to any refinancing, refunding or replacement of Indebtedness incurred in reliance on clauses (a), (j), (m), (q), (r), (u), (w), (x) and/or (z) of Section 6.01);
(d) restrictions by reason of customary provisions restricting assignments, subletting or other transfers (including the granting of any Lien and restrictions on indirect equity transfers) contained in leases, licenses subleases, licenses, sublicenses and similar other agreements entered into in the ordinary course of business (provided provided, that such restrictions are limited to the relevant leases, subleases, licenses, sublicenses or other agreements and/or the property or assets secured by such Liens or the property or assets subject to such leases, licenses subleases, licenses, sublicenses or similar other agreements, as the case may be), ;
(ce) restrictions identified on Schedule 6.3, (d) Permitted Liens and restrictions in the agreements relating thereto that limit the right of any agreement Borrower or document any of its Restricted Subsidiaries to Dispose of, or encumber the assets subject to such Liens;
(f) provisions limiting the Disposition or distribution of assets or property in effect at joint venture agreements, sale-leaseback agreements, stock sale agreements and other similar agreements, which limitation is applicable only to the time assets that are the subject of such agreements (or the Persons the Capital Stock of which is the subject of such agreement);
(g) any Person becomes a Subsidiary encumbrance or restriction assumed in connection with an acquisition of Holdingsthe property or Capital Stock of any Person, so long as such agreement encumbrance or restriction relates solely to the property so acquired (or to the Person or Persons (and its or their subsidiaries) bound thereby) and was not created in connection with or in anticipation of such acquisition;
(h) restrictions imposed by customary provisions in partnership agreements, limited liability company organizational governance documents, joint venture agreements and other similar agreements that restrict the transfer of the assets of, or ownership interests in, the relevant partnership, limited liability company, joint venture or any similar Person;
(i) restrictions on Cash or other deposits imposed by Persons under contracts entered into in contemplation the ordinary course of business or for whose benefit such Person becoming a Subsidiary of HoldingsCash or other deposits exist;
(j) restrictions set forth in documents which exist on the Closing Date;
(k) restrictions set forth in any Loan Document, any Hedge Agreement and/or any agreement relating to any Banking Service Obligation;
(el) restrictions contained in joint venture agreementsdocuments governing Indebtedness permitted hereunder of any Restricted Subsidiary that is not a Loan Party; and
(m) other restrictions or encumbrances imposed by any amendment, Organizational Documents modification, restatement, renewal, increase, supplement, refunding, replacement or refinancing of Non-Guarantor Subsidiaries the contracts, instruments or obligations referred to in clauses (a) through (l) above; provided, that no such amendment, modification, restatement, renewal, increase, supplement, refunding, replacement or refinancing is, in the good faith judgment of the Borrower Representative, more restrictive with respect to such encumbrances and other similar agreements and applicable solely restrictions, taken as a whole, than those in effect prior to the assets of such joint ventures and Non-Guarantor Subsidiaries relevant amendment, modification, restatement, renewal, increase, supplement, refunding, replacement or Equity Interests in such joint ventures or Non-Guarantor Subsidiaries, (f) restrictions in any agreement or other instrument of a Person acquired by the Borrower or any Subsidiary which was in existence at the time of such acquisition (but not created in contemplation thereof or to provide all or any portion of the funds or credit support utilized to consummate such acquisition other than in connection with the incurrence of Indebtedness of the type contemplated by Section 6.1(r)), which restriction is not applicable to any Person, or the properties or assets of any Person, other than the Person and its Subsidiaries, or the property or assets of the Person and its Subsidiaries, so acquired, (g) prohibitions that apply by reason of any applicable Law, rule, regulation or order or are required by any Governmental Authority having jurisdiction over Holdings or any of its Subsidiaries, (h) restrictions or prohibitions that arise in connection with any Lien permitted by Section 6.2, (i) restrictions relating to secured Indebtedness permitted pursuant to Sections 6.1(e), (h), (i), (j), (r) and (s), in each case, to the extent that such restrictions or prohibitions apply only to the property or assets securing such Indebtedness, (j) restrictions and prohibitions under the Credit Documents and (k) cash or other deposits permitted under Section 6.2, no Credit Party nor any of its Subsidiaries shall enter into any agreement prohibiting the creation or assumption of any Lien upon any of its properties or assets, whether now owned or hereafter acquired, to secure the Obligationsrefinancing.
Appears in 4 contracts
Sources: Incremental Amendment to Credit Agreement (Knowlton Development Corp Inc), Credit Agreement (Knowlton Development Corp Inc), Incremental Amendment to Credit Agreement (Knowlton Development Parent, Inc.)
No Further Negative Pledges. Except Parent shall not, nor shall it permit any of its Restricted Subsidiaries that are Loan Parties to, enter into any agreement prohibiting in any material respect the creation or assumption of any Lien upon any of its properties (other than Excluded Assets), whether now owned or hereafter acquired, for the benefit of the Secured Parties with respect to the Obligations, except with respect to:
(a) specific property encumbered restrictions relating to secure payment any asset (or all of particular Indebtedness or to be sold the assets) of and/or the Capital Stock of Parent and/or any Restricted Subsidiary which are imposed pursuant to an executed agreement entered into in connection with respect to any Disposition or other transfer, lease, sub-lease, license or sub-license of such asset (or assets) and/or all or a portion of the Capital Stock of the relevant Person that is permitted Disposition, or not restricted by this Agreement;
(b) restrictions contained in the Loan Documents, any Incremental Equivalent Debt, any Receivables Facility (limited to the assets securing the Indebtedness arising thereunder) or any Additional Letter of Credit Facility (limited to the assets securing the Indebtedness arising thereunder) (and clause (p) of Section 6.01 to the extent relating to any extension, refinancing, refunding or replacement of any of the foregoing);
(c) restrictions contained in any documentation governing any other Indebtedness permitted by Section 6.01 to the extent such restrictions (1)(x) are, taken as a whole, in the good-faith judgment of Parent, not materially more restrictive as concerning Parent or any Restricted Subsidiary than customary market terms for Indebtedness of such type or (y) are not materially more restrictive, taken as a whole, than the restrictions contained in this Agreement (as determined by Parent in good faith) and (2) will not materially impair Parent’s obligation or ability to make any payments required hereunder (as determined by Parent in good faith);
(d) restrictions by reason of customary provisions restricting assignments, subletting subletting, licensing, sublicensing or other transfers (including the granting of any Lien) contained in leases, licenses and similar subleases, licenses, sublicenses, joint venture agreements, asset sale agreements, trading, netting, operating, construction, service, supply, purchase, sale or other agreements entered into in the ordinary course of business (each of the foregoing, a “Covered Agreement”) (provided that such restrictions are limited to the relevant Covered Agreement and/or the property or assets secured by such Liens or the property or assets subject to such leasesCovered Agreement);
(e) Permitted Liens and restrictions in the agreements relating thereto that limit the right of Parent or any of its Restricted Subsidiaries to Dispose of or encumber the assets subject to such Liens;
(f) provisions limiting the Disposition, licenses distribution or encumbrance of assets or property in joint venture agreements, sale and lease-back agreements, stock sale agreements and other similar agreements, as which limitation is applicable only to the case may beassets that are the subject of such agreements (or the Persons the Capital Stock of which is the subject of such agreement (or any “shell company” parent with respect thereto), );
(cg) restrictions identified on Schedule 6.3, (d) restrictions any encumbrance or restriction assumed in connection with an acquisition of the property or Capital Stock of any agreement or document in effect at the time any Person becomes a Subsidiary of HoldingsPerson, so long as such encumbrance or restriction relates solely to the Person and its subsidiaries (including the Capital Stock of the relevant Person or Persons) and/or property so acquired (or to the Person or Persons (and its or their subsidiaries) bound thereby) and was not created solely in connection with or in anticipation of such acquisition;
(h) restrictions imposed by customary provisions in partnership agreements, limited liability company organizational governance documents, joint venture agreements and other similar agreements that restrict the transfer of the assets of, or ownership interests in, the relevant partnership, limited liability company, joint venture or any similar Person (or any “shell company” parent with respect thereto);
(i) restrictions on Cash, Cash Equivalents or other deposits permitted under Section 6.02 and/or 6.06 and any net worth or similar requirements, including such restrictions or requirements imposed by Persons under contracts entered into in the ordinary course of business or for whose benefit such Cash or other deposits or net worth requirements exist, including any Banking Services;
(j) restrictions (i) set forth in documents which exist on the Closing Date or (ii) which are contemplated as of the Closing Date, in each case, as set forth on Schedule 6.03;
(k) restrictions contained in documents governing Indebtedness of any Restricted Subsidiary that is not a Loan Party permitted hereunder;
(l) [reserved];
(m) provisions restricting the granting of a security interest in IP Rights contained in licenses, sublicenses or cross-licenses by Parent and its Restricted Subsidiaries of such IP Rights, which licenses, sublicenses and cross-licenses were entered into in the ordinary course of business (in which case such restriction shall relate only to such IP Rights);
(n) restrictions arising under or as a result of applicable Requirements of Law or the terms of any license, authorization, concession or permit issued or granted by a Governmental Authority;
(o) restrictions with respect to a Restricted Subsidiary that was previously an Unrestricted Subsidiary, pursuant to or by reason of an agreement that such Restricted Subsidiary is a party to or entered into before the date on which such Subsidiary became a Restricted Subsidiary; provided that such agreement was not entered into in contemplation anticipation of such Person an Unrestricted Subsidiary becoming a Restricted Subsidiary and any such restriction does not extend to any assets or property of Holdings, (e) restrictions contained in joint venture agreements, Organizational Documents of Non-Guarantor Subsidiaries and other similar agreements and applicable solely to the assets of such joint ventures and Non-Guarantor Subsidiaries or Equity Interests in such joint ventures or Non-Guarantor Subsidiaries, (f) restrictions in any agreement or other instrument of a Person acquired by the Borrower Parent or any other Restricted Subsidiary which was in existence at the time of such acquisition (but not created in contemplation thereof or to provide all or any portion of the funds or credit support utilized to consummate such acquisition other than in connection with the incurrence of Indebtedness of the type contemplated by Section 6.1(r)), which restriction is not applicable to any Person, or the properties or assets of any Person, other than the Person assets and its Subsidiaries, or the property or assets of the Person and its Subsidiaries, so acquired, such Subsidiary;
(gp) prohibitions that apply by reason of any applicable Law, rule, regulation or order or are required by any Governmental Authority having jurisdiction over Holdings or any of its Subsidiaries, (h) customary restrictions or prohibitions that arise imposed in connection with any Lien Receivables Facility or similar transaction permitted hereunder; and
(q) other restrictions or encumbrances imposed by Section 6.2any amendment, modification, restatement, renewal, increase, supplement, refunding, replacement or refinancing of the contracts, instruments or obligations referred to in clauses (ia) restrictions relating to secured Indebtedness permitted pursuant to Sections 6.1(e)through (p) above; provided that no such amendment, (h)modification, (i)restatement, (j)renewal, (r) and (s)increase, supplement, refunding, replacement or refinancing is, in each casethe good faith judgment of Parent, materially more restrictive with respect to such encumbrances and other restrictions, taken as a whole, than those in effect prior to the extent that such restrictions relevant amendment, modification, restatement, renewal, increase, supplement, refunding, replacement or prohibitions apply only to the property or assets securing such Indebtedness, (j) restrictions and prohibitions under the Credit Documents and (k) cash or other deposits permitted under Section 6.2, no Credit Party nor any of its Subsidiaries shall enter into any agreement prohibiting the creation or assumption of any Lien upon any of its properties or assets, whether now owned or hereafter acquired, to secure the Obligationsrefinancing.
Appears in 4 contracts
Sources: Credit Agreement (Reynolds Consumer Products Inc.), Credit Agreement (Reynolds Consumer Products Inc.), Credit Agreement (Reynolds Consumer Products Inc.)
No Further Negative Pledges. Except with respect to (a) specific property encumbered to secure payment of particular Indebtedness or to be sold pursuant to an executed agreement with respect to a permitted Disposition, (b) restrictions by reason of customary provisions restricting assignments, subletting or other transfers contained in leases, licenses and similar agreements entered into in the ordinary course of business (provided that such restrictions are limited to the property or assets secured by such Liens or the property or assets subject to such leases, licenses or similar agreements, as the case may be), (c) restrictions identified on Schedule 6.3, (d) restrictions in any agreement or document in effect at the time any Person becomes a Subsidiary of Holdings, so long as such agreement was not entered into in contemplation of such Person becoming a Subsidiary of Holdings, (e) restrictions contained in joint venture agreements, Organizational Documents of Non-Guarantor Subsidiaries and other similar agreements and applicable solely to the assets of such joint ventures and Non-Guarantor Subsidiaries or Equity Interests in such joint ventures or Non-Guarantor Subsidiaries, (f) restrictions in any agreement or other instrument of a Person acquired by the Borrower or any Subsidiary which was in existence at the time of such acquisition (but not created in contemplation thereof or to provide all or any portion None of the funds or credit support utilized to consummate such acquisition other than in connection with the incurrence of Indebtedness of the type contemplated by Section 6.1(r))Loan Parties shall, which restriction is not applicable to any Person, or the properties or assets of any Person, other than the Person and its Subsidiaries, or the property or assets of the Person and its Subsidiaries, so acquired, (g) prohibitions that apply by reason of any applicable Law, rule, regulation or order or are required by any Governmental Authority having jurisdiction over Holdings or nor shall they permit any of its Subsidiariestheir Subsidiaries to, (h) restrictions or prohibitions that arise in connection with any Lien permitted by Section 6.2, (i) restrictions relating to secured Indebtedness permitted pursuant to Sections 6.1(e), (h), (i), (j), (r) and (s), in each case, to the extent that such restrictions or prohibitions apply only to the property or assets securing such Indebtedness, (j) restrictions and prohibitions under the Credit Documents and (k) cash or other deposits permitted under Section 6.2, no Credit Party nor any of its Subsidiaries shall enter into any agreement prohibiting the creation or assumption of any Lien upon any of its properties or assets, whether now owned or hereafter acquired, except with respect to:
(a) specific property to secure be sold pursuant to any Disposition permitted by Section 6.06;
(b) restrictions contained in any agreement with respect to Indebtedness permitted by Section 6.01 that is secured by a Permitted Lien, but only if such restrictions apply only to the ObligationsPerson or Persons obligated under such Indebtedness and its or their Subsidiaries or the property or assets securing such Indebtedness;
(c) restrictions contained in the documentation governing Indebtedness permitted by clauses (c), (n), (q), (s), (t) and (v) of Section 6.01 (and clause (p) of Section 6.01 to the extent relating to any refinancing, refunding or replacement of Indebtedness incurred in reliance on clauses (c), (n), (q), (s), (t) and (v) of Section 6.01); provided that any such restrictions in documentation governing indebtedness permitted pursuant to clauses (q), (s), (t) and (v) of Section 6.01 shall permit the Liens created or intended to be created by the Collateral Documents;
(d) restrictions by reason of customary provisions restricting assignments, subletting or other transfers (including the granting of any Lien) contained in leases, subleases, licenses, sublicenses and other agreements entered into in the ordinary course of business (provided that such restrictions are limited to the relevant leases, subleases, licenses, sublicenses or other agreements and/or the property or assets secured by such Liens or the property or assets subject to such leases, subleases, licenses, sublicenses or other agreements, as the case may be);
(e) Permitted Liens and restrictions in the agreements relating thereto that limit the right to Dispose of or encumber the assets subject to such Liens;
(f) provisions limiting the Disposition or distribution of assets or property in joint venture agreements, sale-leaseback agreements, stock sale agreements and other similar agreements, which limitation is applicable only to the assets that are the subject of such agreements (or the Persons the stock of which is the subject of such agreement);
(g) any encumbrance or restriction assumed in connection with an acquisition of property or the Capital Stock of new Subsidiaries, so long as such encumbrance or restriction relates solely to the property so acquired (or to the Person or Persons (and its or their subsidiaries) bound thereby) and was not created in connection with or in anticipation of such acquisition;
(h) restrictions imposed by customary provisions in partnership agreements, limited liability company organizational governance documents, joint venture agreements and other similar agreements of non-Wholly-Owned Subsidiaries that restrict the transfer of the assets of, or ownership interests in, such partnership, limited liability company, joint venture or similar Person;
(i) restrictions on Cash or other deposits imposed by Persons under contracts entered into in the ordinary course of business or for whose benefit such Cash or other deposits exist;
(j) restrictions set forth in documents which exist on the Closing Date and are listed on Schedule 6.07 hereto;
(k) other restrictions or encumbrances imposed by any amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings of the contracts, instruments or obligations referred to in clauses (a) through (j) above; provided that such amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings are, in the good faith judgment of the Borrower Representative, no more restrictive with respect to such encumbrances and other restrictions, taken as a whole, than those prior to such amendment, modification, restatement, renewal, increase, supplement, refunding, replacement or refinancing.
Appears in 4 contracts
Sources: Credit Agreement (Osmotica Pharmaceuticals PLC), Credit Agreement (Osmotica Pharmaceuticals PLC), Credit Agreement (Osmotica Pharmaceuticals LTD)
No Further Negative Pledges. Except with respect to (a) specific property encumbered to secure payment of particular Indebtedness or to be sold pursuant to an executed agreement with respect to a permitted DispositionAsset Sale, (b) restrictions contained in the IPO Documents or any documents evidencing Subordinated Debt; provided, that in respect of Subordinated Debt such restrictions do not restrict the ability to grant security interests under this Agreement or any agreement that refinances this Agreement, (c) restrictions by reason of customary provisions restricting assignments, subletting or other transfers contained in leases, licenses and similar agreements entered into in the ordinary course of business Ordinary Course (provided that such restrictions are limited to the property or assets secured by such Liens or the property or assets subject to such leases, licenses or similar agreements, as the case may be), (cd) Liens permitted to be incurred under Section 6.2 and restrictions identified on Schedule 6.3in the agreements relating thereto that limit the right of any Credit Party to dispose of or transfer the assets subject to such Liens, (de) restrictions provisions limiting the disposition or distribution of assets or property sale-leaseback agreements, stock sale agreements and other similar agreements, which limitation is applicable only to the assets that are the subject of such agreements, (f) any encumbrance or restriction in any agreement or document in effect at the time any Person becomes a Subsidiary connection with an acquisition of Holdingsproperty, so long as such agreement encumbrance or restriction relates solely to the property so acquired and was not entered into created in contemplation connection with or in anticipation of such Person becoming a Subsidiary of Holdingsacquisition, and (eg) restrictions contained imposed by customary provisions in partnership agreements, limited liability company organizational governance documents, joint venture agreements, Organizational Documents of Non-Guarantor Subsidiaries agreements and other similar agreements and applicable solely to that restrict the assets transfer of such joint ventures and Non-Guarantor Subsidiaries or Equity Interests ownership interest in such partnership, limited liability company, joint ventures venture or Non-Guarantor Subsidiaries, (f) restrictions in any agreement or other instrument of a Person acquired by the Borrower or any Subsidiary which was in existence at the time of such acquisition (but not created in contemplation thereof or to provide all or any portion of the funds or credit support utilized to consummate such acquisition other than in connection with the incurrence of Indebtedness of the type contemplated by Section 6.1(r)), which restriction is not applicable to any similar Person, or the properties or assets of any Person, other than the Person and its Subsidiaries, or the property or assets of the Person and its Subsidiaries, so acquired, (g) prohibitions that apply by reason of any applicable Law, rule, regulation or order or are required by any Governmental Authority having jurisdiction over Holdings or any of its Subsidiaries, (h) restrictions or prohibitions that arise in connection with any Lien permitted by Section 6.2, (i) restrictions relating to secured Indebtedness permitted pursuant to Sections 6.1(e), (h), (i), (j), (r) and (s), in each case, to the extent that such restrictions or prohibitions apply only to the property or assets securing such Indebtedness, (j) restrictions and prohibitions under the Credit Documents and (k) cash or other deposits permitted under Section 6.2, no Credit Party nor any of its Subsidiaries shall enter into any agreement prohibiting the creation or assumption of any Lien upon any of its properties or assets, whether now owned or hereafter acquired, to secure the Obligations.
Appears in 3 contracts
Sources: Credit and Guaranty Agreement (Xerium Technologies Inc), Credit and Guaranty Agreement (Xerium Technologies Inc), Credit and Guaranty Agreement (Xerium Technologies Inc)
No Further Negative Pledges. Except The Borrower shall not, nor shall it permit any of its Restricted Subsidiaries to, enter into any agreement prohibiting the creation or assumption of any Lien upon any of its properties, whether now owned or hereafter acquired, for the benefit of the Secured Parties with respect to the Obligations, except with respect to:
(a) specific property encumbered to secure payment of particular Indebtedness or to be sold pursuant to an executed any Disposition permitted by Section 6.07;
(b) restrictions contained in any agreement with respect to Indebtedness permitted by Section 6.01 that is secured by a Permitted Lien, but only if such restrictions apply only to the Person or Persons obligated under such Indebtedness and its or their Restricted Subsidiaries or the property or assets securing such Indebtedness;
(c) restrictions contained in the Senior Note Documents and the documentation governing Indebtedness permitted Dispositionby clauses (c), (bj), (m), (n), (q), (r), (u), (w), (x) and/or (z) of Section 6.01 (and clause (p) of Section 6.01 to the extent relating to any refinancing, refunding or replacement of Indebtedness incurred in reliance on clauses (a), (c), (j), (m), (n), (q), (r), (u), (w), (x) and/or (z) of Section 6.01);
(d) restrictions by reason of customary provisions restricting assignments, subletting or other transfers (including the granting of any Lien) contained in leases, licenses subleases, licenses, sublicenses and similar other agreements entered into in the ordinary course of business (provided that such restrictions are limited to the relevant leases, subleases, licenses, sublicenses or other agreements and/or the property or assets secured by such Liens or the property or assets subject to such leases, licenses subleases, licenses, sublicenses or similar other agreements, as the case may be), ;
(ce) restrictions identified on Schedule 6.3, (d) Permitted Liens and restrictions in the agreements relating thereto that limit the right of the Borrower or any agreement of its Restricted Subsidiaries to Dispose of, or document encumber the assets subject to such Liens;
(f) provisions limiting the Disposition or distribution of assets or property in effect at joint venture agreements, sale-leaseback agreements, stock sale agreements and other similar agreements, which limitation is applicable only to the time assets that are the subject of such agreements (or the Persons the Capital Stock of which is the subject of such agreement);
(g) any Person becomes a Subsidiary encumbrance or restriction assumed in connection with an acquisition of Holdingsthe property or Capital Stock of any Person, so long as such agreement encumbrance or restriction relates solely to the property so acquired (or to the Person or Persons (and its or their subsidiaries) bound thereby) and was not created in connection with or in anticipation of such acquisition;
(h) restrictions imposed by customary provisions in partnership agreements, limited liability company organizational governance documents, joint venture agreements and other similar agreements that restrict the transfer of the assets of, or ownership interests in, the relevant partnership, limited liability company, joint venture or any similar Person;
(i) restrictions on Cash or other deposits imposed by Persons under contracts entered into in contemplation the ordinary course of business or for whose benefit such Person becoming a Subsidiary of HoldingsCash or other deposits exist;
(j) restrictions set forth in documents which exist on the Closing Date;
(k) restrictions set forth in any Loan Document, any Hedge Agreement and/or any agreement relating to any Banking Service Obligation;
(el) restrictions contained in joint venture agreements, Organizational Documents documents governing Indebtedness permitted hereunder of Non-Guarantor Subsidiaries and other similar agreements and applicable solely to the assets of such joint ventures and Non-Guarantor Subsidiaries or Equity Interests in such joint ventures or Non-Guarantor Subsidiaries, any Restricted Subsidiary that is not a Loan Party;
(fm) restrictions contained in any agreement with respect to any NMTC Transaction; and
(n) other restrictions or other instrument of a Person acquired encumbrances imposed by the Borrower any amendment, modification, restatement, renewal, increase, supplement, refunding, replacement or any Subsidiary which was in existence at the time of such acquisition (but not created in contemplation thereof or to provide all or any portion refinancing of the funds contracts, instruments or credit support utilized obligations referred to consummate in clauses (a) through (m) above; provided that no such acquisition other than amendment, modification, restatement, renewal, increase, supplement, refunding, replacement or refinancing is, in connection with the incurrence of Indebtedness good faith judgment of the type contemplated by Section 6.1(r))Borrower, which restriction is not applicable more restrictive with respect to any Personsuch encumbrances and other restrictions, or the properties or assets of any Persontaken as a whole, other than the Person and its Subsidiaries, or the property or assets of the Person and its Subsidiaries, so acquired, (g) prohibitions that apply by reason of any applicable Law, rule, regulation or order or are required by any Governmental Authority having jurisdiction over Holdings or any of its Subsidiaries, (h) restrictions or prohibitions that arise those in connection with any Lien permitted by Section 6.2, (i) restrictions relating to secured Indebtedness permitted pursuant to Sections 6.1(e), (h), (i), (j), (r) and (s), in each case, effect prior to the extent that such restrictions relevant amendment, modification, restatement, renewal, increase, supplement, refunding, replacement or prohibitions apply only to the property or assets securing such Indebtedness, (j) restrictions and prohibitions under the Credit Documents and (k) cash or other deposits permitted under Section 6.2, no Credit Party nor any of its Subsidiaries shall enter into any agreement prohibiting the creation or assumption of any Lien upon any of its properties or assets, whether now owned or hereafter acquired, to secure the Obligationsrefinancing.
Appears in 3 contracts
Sources: Term Loan Credit Agreement (PQ Group Holdings Inc.), Term Loan Credit Agreement (PQ Group Holdings Inc.), Term Loan Credit Agreement (PQ Group Holdings Inc.)
No Further Negative Pledges. Except with respect to (a) specific property encumbered to secure payment of particular Indebtedness or to be sold pursuant to an executed agreement with respect to a permitted Disposition, Asset Sale; (b) restrictions contained in agreements with respect to Indebtedness incurred by Foreign Subsidiaries in accordance with this Agreement (provided that such restrictions are limited to the property or assets of such Foreign Subsidiary and its Subsidiaries); (c) restrictions contained in the Senior Subordinated Notes Indenture; (d) restrictions by reason of customary provisions restricting assignments, subletting or other transfers contained in leases, licenses and similar agreements entered into in the ordinary course of business (provided that such restrictions are limited to the property or assets secured by such Liens or the property or assets subject to such leases, licenses or similar agreements, as the case may be), ; (ce) restrictions identified on Schedule 6.3, (d) Liens permitted to be incurred under Section 6.2 and restrictions in the agreements relating thereto that limit the right of the Company to dispose of or transfer the assets subject to such Liens; (f) provisions limiting the disposition or distribution of assets or property in joint venture agreements, sale-leaseback agreements, stock sale agreements and other similar agreements, which limitation is applicable only to the assets that are the subject of such agreements; (g) any agreement encumbrance or document restriction in effect at the time any Person becomes a Subsidiary connection with an acquisition of Holdingsproperty, so long as such agreement encumbrance or restriction relates solely to the property so acquired and was not entered into created in contemplation connection with or in anticipation of such Person becoming a Subsidiary of Holdings, acquisition; and (eh) restrictions contained imposed by customary provisions in partnership agreements, limited liability company organizational governance documents, joint venture agreements, Organizational Documents of Non-Guarantor Subsidiaries agreements and other similar agreements and applicable solely to that restrict the assets transfer of such joint ventures and Non-Guarantor Subsidiaries or Equity Interests ownership interests in such partnership, limited liability company, joint ventures venture or Non-Guarantor Subsidiaries, (f) restrictions in any agreement or other instrument of a Person acquired by the Borrower or any Subsidiary which was in existence at the time of such acquisition (but not created in contemplation thereof or to provide all or any portion of the funds or credit support utilized to consummate such acquisition other than in connection with the incurrence of Indebtedness of the type contemplated by Section 6.1(r)), which restriction is not applicable to any similar Person, or the properties or assets of any Person, other than the Person and its Subsidiaries, or the property or assets of the Person and its Subsidiaries, so acquired, (g) prohibitions that apply by reason of any applicable Law, rule, regulation or order or are required by any Governmental Authority having jurisdiction over Holdings or any of its Subsidiaries, (h) restrictions or prohibitions that arise in connection with any Lien permitted by Section 6.2, (i) restrictions relating to secured Indebtedness permitted pursuant to Sections 6.1(e), (h), (i), (j), (r) and (s), in each case, to the extent that such restrictions or prohibitions apply only to the property or assets securing such Indebtedness, (j) restrictions and prohibitions under the Credit Documents and (k) cash or other deposits permitted under Section 6.2, no Credit Party nor any of its Subsidiaries shall enter into any agreement prohibiting the creation or assumption of any Lien upon any of its properties or assets, whether now owned or hereafter acquired, to secure the Obligations.
Appears in 3 contracts
Sources: Credit and Guaranty Agreement (Bell Powersports, Inc.), Credit and Guaranty Agreement (American Achievement Corp), Credit and Guaranty Agreement (Amscan Holdings Inc)
No Further Negative Pledges. Except No Borrower shall, nor shall it permit any of its Restricted Subsidiaries to, enter into any agreement prohibiting the creation or assumption of any Lien upon any of its properties, whether now owned or hereafter acquired, for the benefit of the Secured Parties with respect to the Secured Obligations, except with respect to:
(a) specific property encumbered to secure payment of particular Indebtedness or to be sold pursuant to an executed any Disposition permitted by Section 6.07;
(b) restrictions contained in any agreement with respect to Indebtedness permitted by Section 6.01 that is secured by a permitted DispositionPermitted Lien, but only if such restrictions apply only to the Person or Persons obligated under such Indebtedness and its or their Restricted Subsidiaries or the property or assets securing such Indebtedness;
(bc) restrictions by reason of customary provisions restricting assignments, subletting or other transfers (including the granting of any Lien) contained in leases, licenses subleases, licenses, sublicenses and similar other agreements entered into in the ordinary course of business (provided that such restrictions are limited to the relevant leases, subleases, licenses, sublicenses or other agreements and/or the property or assets secured by such Liens or the property or assets subject to such leases, licenses subleases, licenses, sublicenses or similar other agreements, as the case may be), (c) restrictions identified on Schedule 6.3, ;
(d) Permitted Liens and restrictions in the agreements relating thereto that limit the right of any agreement Borrower or document any of its Restricted Subsidiaries to Dispose of, or encumber the assets subject to such Liens;
(e) provisions limiting the Disposition or distribution of assets or property in effect at joint venture agreements, sale-leaseback agreements, stock sale agreements and other similar agreements, which limitation is applicable only to the time assets that are the subject of such agreements (or the Persons the Capital Stock of which is the subject of such agreement);
(f) any Person becomes a Subsidiary encumbrance or restriction assumed in connection with an acquisition of Holdingsthe property or Capital Stock of any Person, so long as such agreement encumbrance or restriction relates solely to the property so acquired (or to the Person or Persons (and its or their subsidiaries) bound thereby) and was not entered into created in contemplation connection with or in anticipation of such Person becoming a Subsidiary of Holdings, acquisition;
(eg) restrictions contained imposed by customary provisions in partnership agreements, limited liability company organizational governance documents, joint venture agreements, Organizational Documents of Non-Guarantor Subsidiaries agreements and other similar agreements and applicable solely to the assets of such joint ventures and Non-Guarantor Subsidiaries or Equity Interests in such joint ventures or Non-Guarantor Subsidiaries, (f) restrictions in any agreement or other instrument of a Person acquired by the Borrower or any Subsidiary which was in existence at the time of such acquisition (but not created in contemplation thereof or to provide all or any portion of the funds or credit support utilized to consummate such acquisition other than in connection with the incurrence of Indebtedness of the type contemplated by Section 6.1(r)), which restriction is not applicable to any Person, or the properties or assets of any Person, other than the Person and its Subsidiaries, or the property or assets of the Person and its Subsidiaries, so acquired, (g) prohibitions that apply by reason of any applicable Law, rule, regulation or order or are required by any Governmental Authority having jurisdiction over Holdings or any of its Subsidiaries, (h) restrictions or prohibitions that arise in connection with any Lien permitted by Section 6.2, (i) restrictions relating to secured Indebtedness permitted pursuant to Sections 6.1(e), (h), (i), (j), (r) and (s)agreements, in each case, with respect to Restricted Subsidiaries that are not Wholly-Owned Subsidiaries of a Borrower, that restrict the extent that transfer of the assets of, or ownership interests in, the relevant partnership, limited liability company, joint venture or any similar Person;
(h) restrictions on Cash or other deposits imposed by Persons under contracts entered into in the ordinary course of business or for whose benefit such Cash or other deposits exist;
(i) restrictions or prohibitions apply only to set forth in documents which exist on the property or assets securing such Indebtedness, Closing Date;
(j) restrictions and prohibitions under the Credit Documents and set forth in any Loan Document, any Hedge Agreement and/or any agreement relating to any Banking Services Obligation;
(k) cash or other deposits restrictions contained in documents governing Indebtedness permitted under Section 6.2, no Credit Party nor any of its Subsidiaries shall enter into any agreement prohibiting the creation or assumption hereunder of any Lien upon Restricted Subsidiary that is not a Loan Party; and
(l) other restrictions or encumbrances imposed by any amendment, modification, restatement, renewal, increase, supplement, refunding, replacement or refinancing of its properties the contracts, instruments or assetsobligations referred to in clauses (a) through (k) above; provided that no such amendment, whether now owned modification, restatement, renewal, increase, supplement, refunding, replacement or hereafter acquiredrefinancing is, in the good faith judgment of the Borrower Representative, more restrictive with respect to secure such encumbrances and other restrictions, taken as a whole, than those in effect prior to the Obligationsrelevant amendment, modification, restatement, renewal, increase, supplement, refunding, replacement or refinancing.
Appears in 3 contracts
Sources: Credit Agreement (Indivior PLC), Credit Agreement (Indivior PLC), Credit Agreement (Indivior PLC)
No Further Negative Pledges. Except with respect to (a) specific property encumbered to secure payment of particular Indebtedness or to be sold pursuant to an executed agreement with respect to a permitted Disposition, (b) restrictions by reason of customary provisions restricting assignments, subletting or other transfers contained in leases, licenses and similar agreements entered into in the ordinary course of business (provided that such restrictions are limited to the property or assets secured by such Liens or the property or assets subject to such leases, licenses or similar agreements, as the case may be), (c) restrictions identified on Schedule 6.3, (d) restrictions in any agreement or document in effect at the time any Person becomes a Subsidiary of Holdings, so long as such agreement was not entered into in contemplation of such Person becoming a Subsidiary of Holdings, (e) restrictions contained in joint venture agreements, Organizational Documents of Non-Guarantor Subsidiaries and other similar agreements and applicable solely to the assets of such joint ventures and Non-Guarantor Subsidiaries or Equity Interests in such joint ventures or Non-Guarantor Subsidiaries, (f) restrictions in any agreement or other instrument of a Person acquired by the Borrower or any Subsidiary which was in existence at the time of such acquisition (but not created in contemplation thereof or to provide all or any portion of the funds or credit support utilized to consummate such acquisition other than in connection with the incurrence of Indebtedness of the type contemplated by Section 6.1(r)), which restriction is not applicable to any Person, or the properties or assets of any Person, other than the Person and its Subsidiaries, or the property or assets of the Person and its Subsidiaries, so acquired, (g) prohibitions that apply by reason of any applicable Law, rule, regulation or order or are required by any Governmental Authority having jurisdiction over Holdings or any of its Subsidiaries, (h) restrictions or prohibitions that arise in connection with any Lien permitted by Section 6.2, (i) restrictions imposed by any agreement governing the Aircraft Indebtedness or relating to secured Indebtedness permitted pursuant to Sections 6.1(e), (h), (i), (j), (r) and (s), in each case, to the extent that such restrictions or prohibitions apply only to the property or assets securing such Indebtedness, (j) restrictions and prohibitions under the Credit Documents and (k) cash or other deposits permitted under Section 6.2, no Credit Party nor any of its Subsidiaries shall enter into any agreement prohibiting the creation or assumption of any Lien upon any of its properties or assets, whether now owned or hereafter acquired, to secure the Obligations.
Appears in 3 contracts
Sources: Credit and Guaranty Agreement (PLBY Group, Inc.), Credit and Guaranty Agreement (PLBY Group, Inc.), Credit and Guaranty Agreement (PLBY Group, Inc.)
No Further Negative Pledges. Except No Issuer shall, nor shall it permit any of its Restricted Subsidiaries to, enter into any agreement prohibiting the creation or assumption of any Lien upon any of its properties, whether now owned or hereafter acquired, for the benefit of the Secured Parties with respect to the Secured Obligations (each, a “Negative Pledge”), except with respect to:
(a) specific property encumbered to secure payment of particular Indebtedness or to be sold pursuant to an executed any Disposition permitted by Section 6.07;
(b) restrictions contained in any agreement with respect to Indebtedness permitted by Section 6.01 that is secured by a permitted DispositionPermitted Lien, but only if such restrictions apply only to the Person or Persons obligated under such Indebtedness and its or their Restricted Subsidiaries or the property or assets securing such Indebtedness;
(bc) restrictions by reason of customary provisions restricting assignments, subletting or other transfers (including the granting of any Lien) contained in leases, licenses subleases, licenses, sublicenses and similar other agreements entered into in the ordinary course of business (provided that such restrictions are limited to the relevant leases, subleases, licenses, sublicenses or other agreements and/or the property or assets secured by such Liens or the property or assets subject to such leases, licenses subleases, licenses, sublicenses or similar other agreements, as the case may be), (c) restrictions identified on Schedule 6.3, ;
(d) Permitted Liens and restrictions in the agreements relating thereto that limit the right of the Issuer or any agreement of its Restricted Subsidiaries to Dispose of, or document encumber the assets subject to such Liens;
(e) provisions limiting the Disposition or distribution of assets or property in effect at joint venture agreements, sale-leaseback agreements, stock sale agreements and other similar agreements, which limitation is applicable only to the time assets that are the subject of such agreements (or the Persons the Capital Stock of which is the subject of such agreement);
(f) any Person becomes a Subsidiary encumbrance or restriction assumed in connection with an acquisition of Holdingsthe property or Capital Stock of any Person, so long as such agreement encumbrance or restriction relates solely to the property so acquired (or to the Person or Persons (and its or their subsidiaries) bound thereby) and was not entered into created in contemplation connection with or in anticipation of such Person becoming a Subsidiary of Holdings, acquisition;
(eg) restrictions contained imposed by customary provisions in partnership agreements, limited liability company organizational governance documents, joint venture agreements, Organizational Documents of Non-Guarantor Subsidiaries agreements and other similar agreements and applicable solely to the assets of such joint ventures and Non-Guarantor Subsidiaries or Equity Interests in such joint ventures or Non-Guarantor Subsidiaries, (f) restrictions in any agreement or other instrument of a Person acquired by the Borrower or any Subsidiary which was in existence at the time of such acquisition (but not created in contemplation thereof or to provide all or any portion of the funds or credit support utilized to consummate such acquisition other than in connection with the incurrence of Indebtedness of the type contemplated by Section 6.1(r)), which restriction is not applicable to any Person, or the properties or assets of any Person, other than the Person and its Subsidiaries, or the property or assets of the Person and its Subsidiaries, so acquired, (g) prohibitions that apply by reason of any applicable Law, rule, regulation or order or are required by any Governmental Authority having jurisdiction over Holdings or any of its Subsidiaries, (h) restrictions or prohibitions that arise in connection with any Lien permitted by Section 6.2, (i) restrictions relating to secured Indebtedness permitted pursuant to Sections 6.1(e), (h), (i), (j), (r) and (s)agreements, in each case, with respect to Restricted Subsidiaries that are not Wholly-Owned Subsidiaries of the Issuer, that restrict the transfer of the assets of, or ownership interests in, the relevant partnership, limited liability company, joint venture or any similar Person;
(h) restrictions on Cash or other deposits imposed by Persons under contracts entered into in the ordinary course of business or for whose benefit such Cash or other deposits exist;
(i) restrictions set forth in documents which exist on the Closing Date (other than, following the Closing Date, documents related to the extent that such restrictions or prohibitions apply only to the property or assets securing such Indebtedness, Existing Credit Agreement);
(j) restrictions and prohibitions under the Credit Documents and set forth in any Notes Document, any Hedge Agreement and/or any agreement relating to any Banking Services Obligation;
(k) cash or other deposits restrictions contained in documents governing Indebtedness permitted under Section 6.2, no Credit Party nor any of its Subsidiaries shall enter into any agreement prohibiting the creation or assumption hereunder of any Lien upon Restricted Subsidiary that is not a Note Party; and
(l) other restrictions or encumbrances imposed by any amendment, modification, restatement, renewal, increase, supplement, refunding, replacement or refinancing of its properties the contracts, instruments or assetsobligations referred to in clauses (a) through (k) above; provided that no such amendment, whether now owned modification, restatement, renewal, increase, supplement, refunding, replacement or hereafter acquiredrefinancing is, in the good faith judgment of the Issuer, more restrictive with respect to such encumbrances and other restrictions, taken as a whole, than those in effect prior to the relevant amendment, modification, restatement, renewal, increase, supplement, refunding, replacement or refinancing, in each case, provided that no Negative Pledge shall be permitted to be created over any Material Asset other than pursuant to a Collateral Document to secure the ObligationsSecured Obligations or pursuant to the terms of any Indebtedness incurred in accordance with Section 6.01(x) or (z).
Appears in 3 contracts
Sources: Note Purchase Agreement (Indivior Pharmaceuticals, Inc.), Note Purchase Agreement (Indivior Pharmaceuticals, Inc.), Note Purchase Agreement (Indivior PLC)
No Further Negative Pledges. Except with respect Neither the Borrower nor any Subsidiary will, directly or indirectly, enter into, incur or permit to (a) specific property encumbered to secure payment of particular Indebtedness or to be sold pursuant to an executed agreement with respect to a permitted Disposition, (b) restrictions by reason of customary provisions restricting assignments, subletting or other transfers contained in leases, licenses and similar agreements entered into in the ordinary course of business (provided that such restrictions are limited to the property or assets secured by such Liens or the property or assets subject to such leases, licenses or similar agreements, as the case may be), (c) restrictions identified on Schedule 6.3, (d) restrictions in any agreement or document in effect at the time any Person becomes a Subsidiary of Holdings, so long as such agreement was not entered into in contemplation of such Person becoming a Subsidiary of Holdings, (e) restrictions contained in joint venture agreements, Organizational Documents of Non-Guarantor Subsidiaries and other similar agreements and applicable solely to the assets of such joint ventures and Non-Guarantor Subsidiaries or Equity Interests in such joint ventures or Non-Guarantor Subsidiaries, (f) restrictions in exist any agreement or other instrument arrangement that prohibits, restricts or imposes any condition upon the ability of a Person acquired by the Borrower or any Subsidiary which was in existence at the time of such acquisition (but not created in contemplation thereof to create, incur or permit to provide all or any portion of the funds or credit support utilized to consummate such acquisition other than in connection with the incurrence of Indebtedness of the type contemplated by Section 6.1(r)), which restriction is not applicable to any Person, or the properties or assets of any Person, other than the Person and its Subsidiaries, or the property or assets of the Person and its Subsidiaries, so acquired, (g) prohibitions that apply by reason of any applicable Law, rule, regulation or order or are required by any Governmental Authority having jurisdiction over Holdings or any of its Subsidiaries, (h) restrictions or prohibitions that arise in connection with any Lien permitted by Section 6.2, (i) restrictions relating to secured Indebtedness permitted pursuant to Sections 6.1(e), (h), (i), (j), (r) and (s), in each case, to the extent that such restrictions or prohibitions apply only to the property or assets securing such Indebtedness, (j) restrictions and prohibitions under the Credit Documents and (k) cash or other deposits permitted under Section 6.2, no Credit Party nor any of its Subsidiaries shall enter into any agreement prohibiting the creation or assumption of exist any Lien upon any of its properties or assets, whether now owned or hereafter acquired, to secure any Obligations; provided that the Obligationsforegoing shall not apply to (a) restrictions and conditions imposed by law or by any Credit Document, (b) restrictions and conditions existing on the Closing Date identified on Schedule 6.3, and amendments, modifications, extensions and renewals thereof (including any such extension or renewal arising as a result of an extension, renewal or refinancing of any Indebtedness containing such restriction or condition), provided, in each case, that the scope of any such restriction or condition shall not have been expanded as a result thereof, (c) in the case of (i) any Subsidiary that is not a wholly-owned Subsidiary or (ii) the Equity Interests in any Person that is not a Subsidiary, restrictions and conditions imposed by the Organizational Documents of such Subsidiary or such other Person or contained in any related joint venture, shareholders’ or similar agreement or, in the case of clause (ii), in any agreement or instrument relating to Indebtedness of such Person, provided in each case that such restrictions and conditions apply only to such Subsidiary and to any Equity Interests in such Subsidiary or to the Equity Interests in such other Person, as applicable, (d) [reserved], (e) [reserved], (f) [reserved], (g) [reserved], (h) restrictions and conditions imposed by customary provisions in leases, licenses and other agreements restricting the assignment thereof or, in the case of any lease or license, permitting to exist any Lien on the assets leased or licensed thereunder, (i) restrictions on cash or deposits or net worth covenants imposed by customers, suppliers or landlords under agreements entered into in the ordinary course of business, (j) customary restrictions in respect of Intellectual Property contained in licenses or sublicenses of, or other grants of rights to use or exploit, such Intellectual Property, (k) [reserved], (l) [reserved], and (m) restrictions constituting Permitted Liens.
Appears in 3 contracts
Sources: Term Credit and Guaranty Agreement (QualTek Services Inc.), Restructuring Support Agreement (QualTek Services Inc.), Debtor in Possession Abl Credit and Guaranty Agreement (QualTek Services Inc.)
No Further Negative Pledges. Except (a) with respect to (a) any specific property encumbered to secure payment of particular Indebtedness or to be sold pursuant to an executed agreement with respect to a an Asset Sale permitted Dispositionunder Section 6.9, (b) with respect to restrictions by reason of customary provisions restricting assignments, subletting or other transfers contained in leases, licenses and similar other agreements entered into in the ordinary course of business (provided that such restrictions are limited to the property or assets secured by such Liens or the property or assets subject to such leases, licenses or similar agreements, as the case may be), (c) restrictions identified on Schedule 6.3as provided in the AON Insurance Policy and any related documentation, (d) are customary restrictions (as reasonably determined by Borrower) that arise in connection with any disposition permitted hereby and relate solely to the assets or Person subject to such disposition, (e) are customary provisions in joint venture agreements or arrangements and other similar agreements applicable to joint ventures permitted by clause (t) under the definition “Permitted Investments” and applicable solely to such joint venture and its equity entered into in the ordinary course of business, (f) arise in connection with cash or other deposits permitted under Sections 6.2 and 6.9 and limited to such cash or deposit, (g) are restrictions on cash or other deposits imposed by customers under contracts entered into in the ordinary course of business, (h) are restrictions on cash or other deposits or net worth imposed by customers under contracts entered into in the ordinary course of business, (i) comprise restrictions imposed by any agreement governing Indebtedness entered into on or after the Closing Date and permitted under Section 6.1 that are, taken as a whole, in the good faith judgment of Borrower, no more restrictive with respect to Borrower or any Subsidiary than customary market terms for Indebtedness of such type (and, in any agreement event, taken as a whole, are not more restrictive than the restrictions contained in this Agreement), so long as Borrower shall have determined in good faith that such restrictions will not affect in any material respect its obligation or document in effect ability to make any payments required hereunder, (j) are binding on a Subsidiary at the time any Person such Subsidiary first becomes a Subsidiary of HoldingsBorrower, so long as such agreement was contractual obligations were not entered into in contemplation of such Person becoming a Subsidiary of Holdings, (e) restrictions contained in joint venture agreements, Organizational Documents of Non-Guarantor Subsidiaries and other similar agreements and applicable solely to the assets of such joint ventures and Non-Guarantor Subsidiaries or Equity Interests in such joint ventures or Non-Guarantor Subsidiaries, (f) restrictions in any agreement or other instrument of a Person acquired by the Borrower or any Subsidiary which was in existence at the time of such acquisition (but not created in contemplation thereof or to provide all or any portion of the funds or credit support utilized to consummate such acquisition other than in connection with the incurrence of Indebtedness of the type contemplated by Section 6.1(r)), which restriction is not applicable to any Person, or the properties or assets of any Person, other than the Person and its Subsidiaries, or the property or assets of the Person and its Subsidiaries, so acquired, (g) prohibitions that apply by reason of any applicable Law, rule, regulation or order or are required by any Governmental Authority having jurisdiction over Holdings or any of its Subsidiaries, (h) restrictions or prohibitions that arise in connection with any Lien permitted by Section 6.2, (i) restrictions relating to secured Indebtedness permitted pursuant to Sections 6.1(e), (h), (i), (j), (r) and (s), in each case, to the extent that such restrictions or prohibitions apply only to the property or assets securing such IndebtednessBorrower, (j) restrictions (x) exist on the Closing Date and prohibitions under (to the Credit Documents extent not otherwise permitted by this Section 6.4) are listed on Schedule 6.4 and (y) to the extent agreements permitted by clause (x) are set forth in an agreement evidencing Indebtedness, are set forth in any agreement evidencing any permitted modification, replacement, renewal, extension or refinancing of such Indebtedness so long as such modification, replacement, renewal, extension or refinancing (taken as a whole) does not materially expand the scope of such contractual obligation (as reasonably determined by Borrower), (k) cash represent Indebtedness of a Subsidiary of a Loan Party which is not a Loan Party which is permitted by clause (b) under the definition “Permitted Indebtedness” and which does not apply to any Loan Party, (l) any encumbrances or restrictions of the type above imposed by any amendments, modifications, restatements, renewals, increases, extensions, supplements, refundings, replacements, restructurings or refinancings of the contracts, instruments or obligations referred to in clauses (a) through (m); provided that such amendments, modifications, restatements, renewals, increases, extensions, supplements, refundings, replacements, restructurings or refinancings (x) are, in the good faith judgment of Borrower, not materially more restrictive with respect to such encumbrance and other deposits restrictions taken as a whole than those prior to such amendment, modification, restatement, renewal, increase, extension, supplement, refunding, replacement, restructuring or refinancing or (y) do not materially impair the Borrower’s ability to pay their obligations under the Loan Documents as and when due (as determined in good faith by Borrower) and (m) as otherwise permitted under Section 6.2the Loan Documents, no Credit Loan Party nor any of its Subsidiaries shall enter into any agreement prohibiting the creation or assumption of any Lien upon any of its properties or assetsassets to secure the Obligations, whether now owned or hereafter acquired, to secure the Obligations.
Appears in 2 contracts
Sources: First Amendment to and Waiver Under Second Amended and Restated Financing Agreement (Firefly Aerospace Inc.), Financing Agreement (Firefly Aerospace Inc.)
No Further Negative Pledges. Except with respect The Credit Parties will not, nor will they permit any Subsidiary (excluding Excluded Joint Ventures) to, enter into, assume or become subject to any agreement prohibiting or otherwise restricting the creation or assumption of any Lien upon any of their 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 (a) specific property encumbered to secure payment of particular Indebtedness or to be sold pursuant to an executed agreement with respect to a permitted Dispositionthis Agreement and the other Credit Documents, (b) restrictions by reason of customary provisions restricting assignments, subletting pursuant to any document or other transfers contained in leases, licenses and similar agreements entered into in the ordinary course of business (instrument governing Indebtedness permitted hereunder; provided that any such restrictions are limited restriction contained therein relates only to the property asset or assets secured by constructed or acquired in connection therewith, (c) in connection with any Permitted Lien or any document or instrument governing any Permitted Lien; provided that any such Liens or restriction contained therein relates only to the property asset or assets subject to such leases, licenses or similar agreements, as the case may be), (c) restrictions identified on Schedule 6.3Permitted Lien, (d) restrictions (i) which exist on the Closing Date and (to the extent not otherwise permitted by this Section 6.13) are listed on Schedule 6.9 and (ii) to the extent the restriction or condition permitted by clause (i) is set forth in an agreement evidencing Indebtedness, such restriction or condition may be set forth in any agreement evidencing any permitted renewal, extension or document in effect refinancing of such Indebtedness so long as such renewal, extension or refinancing does not expand the scope of such restriction or condition; (e) are binding on a Subsidiary at the time any Person such Subsidiary first becomes a Subsidiary of Holdingsthe Company, so long as such agreement restriction or condition was not entered into in contemplation of such Person becoming a Subsidiary of Holdings, the Company; (ef) restrictions contained are provisions in Organization Documents and other customary provisions in joint venture agreements, Organizational Documents of Non-Guarantor Subsidiaries agreements and other similar agreements and applicable solely to Excluded Joint Ventures or to other Persons that are not Subsidiaries of the Company (to the extent the Investment in such Excluded Joint Venture or other Person is a Permitted Investment) that limit Liens on or transfers of the Equity Interests of such joint venture or other Person entered into in the ordinary course of business; (g) are customary restrictions or conditions in leases, subleases, licenses or asset sale agreements otherwise permitted hereby (or in easements, rights of way or similar rights or encumbrances, in each case granted to the Company or a Subsidiary of the Company by a third party in respect of real property owned by such third party) so long as such restrictions or conditions relate only to the assets of such joint ventures and Non-Guarantor Subsidiaries or Equity Interests in such joint ventures or Non-Guarantor Subsidiaries, (f) restrictions in any agreement or other instrument of a Person acquired by the Borrower or any Subsidiary which was in existence at the time of such acquisition (but not created in contemplation thereof or to provide all or any portion of the funds or credit support utilized to consummate such acquisition other than in connection with the incurrence of Indebtedness of the type contemplated by Section 6.1(r)), which restriction is not applicable to any Person, or the properties Company’s or assets such Subsidiary’s rights under such easement, right of any Personway or similar right or encumbrance, other than the Person and its Subsidiaries, or the property or assets of the Person and its Subsidiaries, so acquired, (gas applicable) prohibitions that apply by reason of any applicable Law, rule, regulation or order or are required by any Governmental Authority having jurisdiction over Holdings or any of its Subsidiaries, subject thereto; (h) restrictions are customary provisions restricting subletting or prohibitions that arise in connection with assignment of any Lien permitted by Section 6.2, lease governing a leasehold interest of the Company or any Subsidiary; (i) restrictions relating to secured Indebtedness permitted pursuant to Sections 6.1(e), (h), (i), (j), (r) are customary provisions restricting assignment of any agreement entered into in the ordinary course of business; and (s), in each case, to the extent that such restrictions or prohibitions apply only to the property or assets securing such Indebtedness, (j) are restrictions and prohibitions under the Credit Documents and (k) on cash or other deposits permitted imposed by customers under Section 6.2, no Credit Party nor any contracts entered into in the ordinary course of its Subsidiaries shall enter into any agreement prohibiting the creation or assumption of any Lien upon any of its properties or assets, whether now owned or hereafter acquired, to secure the Obligationsbusiness.
Appears in 2 contracts
Sources: Credit Agreement (Innophos Holdings, Inc.), Credit Agreement (Innophos Holdings, Inc.)
No Further Negative Pledges. Except The Parent and each other Loan Party shall not, nor shall it permit any Restricted Subsidiary that is a Loan Party to, enter into any agreement prohibiting in any material respect the creation or assumption of any Lien upon any of its properties (other than Excluded Assets), whether now owned or hereafter acquired, for the benefit of the Secured Parties with respect to the Loan Document Obligations, except with respect to:
(a) specific property encumbered restrictions relating to secure payment any asset (or all of particular Indebtedness or to be sold the assets) of and/or the Capital Stock of any Borrower and/or any Restricted Subsidiary which are imposed pursuant to an executed agreement entered into in connection with respect any Disposition or other transfer, lease or license of such asset (or assets) and/or all or a portion of the Capital Stock of the relevant Person that is permitted by this Agreement;
(b) restrictions contained in the Loan Documents, any Incremental Equivalent Debt or any Additional Letter of Credit Facility (and in any Indebtedness permitted under Section 6.01(p) to the extent relating to any extension, refinancing, refunding or replacement of any of the foregoing);
(c) restrictions contained in any documentation governing any Indebtedness permitted by Section 6.01 (or related Lien permitted under Section 6.02) to the extent such restrictions (x) are, taken as a permitted Dispositionwhole, in the good-faith judgment of the Parent, not materially more restrictive as concerning any Borrower or any Restricted Subsidiary than customary market terms for Indebtedness of such type, (by) are not materially more restrictive, taken as a whole, than the restrictions contained in this Agreement (as determined by the Parent in good faith) or (z) will not materially impair any Borrower’s obligation or ability to make any payments required hereunder (as determined by the Parent in good faith);
(d) restrictions by reason of customary provisions restricting assignments, subletting subletting, licensing, sublicensing or other transfers (including the granting of any Lien) contained in leases, licenses and similar subleases, licenses, sublicenses, joint venture agreements, asset sale agreements, trading, netting, operating, construction, service, supply, purchase, sale or other agreements entered into in the ordinary course of business (each of the foregoing, a “Covered Agreement”) (provided that such restrictions are limited to the relevant Covered Agreement and/or the property or assets secured by such Liens or the property or assets subject to such leasesCovered Agreement);
(e) Permitted Liens and restrictions in the agreements relating thereto that limit the right of the Parent or any of their Restricted Subsidiaries to Dispose of or encumber the assets subject to such Liens;
(f) provisions limiting the Disposition, licenses distribution or encumbrance of assets or property in joint venture agreements, sale and lease-back agreements, stock sale agreements and other similar agreements, as which limitation is applicable only to the case may beassets that are the subject of such agreements (or the Persons the Capital Stock of which is the subject of such agreement (or any “shell company” parent with respect thereto), );
(cg) restrictions identified on Schedule 6.3, (d) restrictions any encumbrance or restriction assumed in connection with an acquisition of the property or Capital Stock of any agreement or document in effect at the time any Person becomes a Subsidiary of HoldingsPerson, so long as such encumbrance or restriction relates solely to the Person and its subsidiaries (including the Capital Stock of the relevant Person or Persons) and/or property so acquired (or to the Person or Persons (and its or their subsidiaries) bound thereby) and was not created in contemplation of such acquisition;
(h) restrictions imposed by customary provisions in partnership agreements, limited liability company organizational governance documents, joint venture agreements and other similar agreements (i) relating to the transfer of the assets of, or ownership interests in, the relevant partnership, limited liability company, joint venture or any similar Person (or any “shell company” parent with respect thereto), (ii) relating to such joint venture or its members and/or (iii) otherwise entered into in the ordinary course of business;
(i) restrictions on Cash or other deposits permitted under Section 6.02 and/or 6.06 and any net worth or similar requirements, including such restrictions or requirements imposed by Persons under contracts entered into in the ordinary course of business or for whose benefit such Cash or other deposits or net worth requirements exist;
(j) restrictions (i) set forth in documents which exist on the Closing Date or (ii) which are contemplated as of the Closing Date and, in the case of this clause (ii), set forth on Schedule 6.03;
(k) restrictions contained in documents governing Indebtedness of any Restricted Subsidiary that is not a Loan Party permitted hereunder (solely to the extent relating to the assets or Capital Stock of such Restricted Subsidiary);
(l) [reserved];
(m) provisions restricting the granting of a security interest in IP Rights contained in licenses, sublicenses or cross-licenses by the Borrowers and their Restricted Subsidiaries of such IP Rights, which licenses, sublicenses and cross-licenses were entered into in the ordinary course of business (in which case such restriction shall relate only to such IP Rights);
(n) restrictions arising under or as a result of applicable Requirements of Law or the terms of any license, authorization, concession or permit issued or granted by a Governmental Authority;
(o) restrictions with respect to a Restricted Subsidiary that was previously an Unrestricted Subsidiary, pursuant to or by reason of an agreement that such Restricted Subsidiary is a party to or entered into before the date on which such Subsidiary became a Restricted Subsidiary; provided that such agreement was not entered into in contemplation anticipation of an Unrestricted Subsidiary becoming a Restricted Subsidiary and any such restriction does not extend to any assets or property of any Borrower or any other Restricted Subsidiary other than the assets and property of such Person becoming a Subsidiary of Holdings, Subsidiary;
(ep) restrictions contained in joint venture agreements, Organizational Documents of Non-Guarantor Subsidiaries and other similar agreements and applicable solely to the assets of such joint ventures and Non-Guarantor Subsidiaries or Equity Interests in such joint ventures or Non-Guarantor Subsidiaries, [reserved];
(fq) restrictions in any Hedge Agreement, any agreement or other instrument of a Person acquired by the Borrower or any Subsidiary which was in existence at the time of such acquisition (but not created in contemplation thereof or to provide all or any portion of the funds or credit support utilized to consummate such acquisition other than in connection with the incurrence of Indebtedness of the type contemplated by Section 6.1(r)), which restriction is not applicable to any Person, or the properties or assets of any Person, other than the Person and its Subsidiaries, or the property or assets of the Person and its Subsidiaries, so acquired, (g) prohibitions that apply by reason of any applicable Law, rule, regulation or order or are required by any Governmental Authority having jurisdiction over Holdings or any of its Subsidiaries, (h) restrictions or prohibitions that arise in connection with any Lien permitted by Section 6.2, (i) restrictions relating to secured Indebtedness permitted pursuant Banking Services and/or any agreement relating to Sections 6.1(e), (h), (i), (j), Permitted Treasury Arrangements; and
(r) and (s)other restrictions or encumbrances imposed by any amendment, modification, restatement, renewal, increase, supplement, refunding, replacement or refinancing of the contracts, instruments or obligations referred to in the preceding clauses of this Section; provided that no such amendment, modification, restatement, renewal, increase, supplement, refunding, replacement or refinancing is, in each casethe good faith judgment of the Parent, materially more restrictive with respect to such encumbrances and other restrictions, taken as a whole, than those in effect prior to the extent that such restrictions relevant amendment, modification, restatement, renewal, increase, supplement, refunding, replacement or prohibitions apply only to the property or assets securing such Indebtedness, (j) restrictions and prohibitions under the Credit Documents and (k) cash or other deposits permitted under Section 6.2, no Credit Party nor any of its Subsidiaries shall enter into any agreement prohibiting the creation or assumption of any Lien upon any of its properties or assets, whether now owned or hereafter acquired, to secure the Obligationsrefinancing.
Appears in 2 contracts
Sources: Credit Agreement (Bausch Health Companies Inc.), Restatement Agreement (Valeant Pharmaceuticals International, Inc.)
No Further Negative Pledges. Except (x) with respect to (a) specific property encumbered to secure payment of particular Indebtedness or to be sold pursuant to an executed agreement with respect to a permitted Dispositionan Asset Sale, (by) restrictions by reason customary limitations in respect of customary provisions restricting assignments, subletting or other transfers the Company and its Subsidiaries contained in leases, licenses and similar agreements entered into any agreement with respect to Indebtedness incurred in the ordinary course of business (provided that such restrictions are limited to the property or assets secured by such Liens or the property or assets subject to such leases, licenses or similar agreements, as the case may bereliance on subsections 7.1(ii), (civ), (vi), (vii), (viii), (x) or (xi), and (z) restrictions identified on Schedule 6.3, (d) restrictions or limitations contained in any partnership agreement or document in effect at the time any Person becomes a Subsidiary of Holdings, so long as such agreement was not entered into in contemplation of such Person becoming a Subsidiary of Holdings, (e) restrictions contained in joint venture agreements, Organizational Documents of Non-Guarantor Subsidiaries and other similar agreements and applicable solely agreement to the assets of such joint ventures and Non-Guarantor Subsidiaries or Equity Interests in such joint ventures or Non-Guarantor Subsidiaries, (f) restrictions in any agreement or other instrument of a Person acquired by the Borrower or any Subsidiary which was in existence at the time of such acquisition (but not created in contemplation thereof or to provide all or any portion of the funds or credit support utilized to consummate such acquisition other than in connection with the incurrence of Indebtedness of the type contemplated by Section 6.1(r)), which restriction is not applicable to any Person, or the properties or assets of any Person, other than the Person and its Subsidiaries, or the property or assets of the Person and its Subsidiaries, so acquired, (g) prohibitions that apply by reason of any applicable Law, rule, regulation or order or are required by any Governmental Authority having jurisdiction over Holdings Company or any of its SubsidiariesSubsidiaries is a party on the ability to create or assume Liens on any assets of the relevant partnership or joint venture, (h) restrictions or prohibitions that arise in connection with any Lien permitted by Section 6.2, (i) restrictions relating to secured Indebtedness permitted pursuant to Sections 6.1(e), (h), (i), (j), (r) and (s), in each case, to the extent that such restrictions or prohibitions apply only to the property or assets securing such Indebtedness, (j) restrictions and prohibitions under the Credit Documents and (k) cash or other deposits permitted under Section 6.2, no Credit Party neither Company nor any of its Subsidiaries shall enter into any agreement (other than an agreement prohibiting only the creation of Liens securing Subordinated Indebtedness) prohibiting the creation or assumption of any Lien upon any of its properties or assets, whether now owned or hereafter acquired.”
D. Subsection 7.15 of the Credit Agreement is further amended by adding the following as subsection 7.15E:
E. Company shall not, and shall not permit any of its Subsidiaries to, amend or otherwise change the terms of the Senior Notes, or make any amendment thereof or change thereto, if the effect of such amendment or change is to secure increase the Obligationsinterest rate or fees on such Senior Notes, permit interest to be paid in cash, change (to earlier dates) any dates upon which payments of principal or interest are due thereon, change any event of default or condition to an event of default with respect thereto (other than to eliminate any such event of default or increase any grace period related thereto), change the redemption, prepayment or defeasance provisions thereof, change any guaranty thereof, or provide any collateral therefor, or if the effect of such amendment or change, together with all other amendments or changes made, is to increase materially the obligations of the obligor thereunder to the detriment of Lenders or to confer any additional rights on the holders of Senior Notes (or a trustee or other representative on their behalf) which would be adverse to Lenders.”
Appears in 2 contracts
Sources: Credit Agreement (Decrane Holdings Co), Credit Agreement (Decrane Aircraft Holdings Inc)
No Further Negative Pledges. Except with respect to (a) specific property encumbered to secure payment of particular Indebtedness or to be sold pursuant to an executed agreement with respect to a permitted Disposition, (b) restrictions by reason of customary provisions restricting assignments, subletting or other transfers contained in leases, licenses and similar agreements entered into in Neither the ordinary course of business (provided that such restrictions are limited to the property or assets secured by such Liens or the property or assets subject to such leases, licenses or similar agreements, as the case may be), (c) restrictions identified on Schedule 6.3, (d) restrictions in any agreement or document in effect at the time any Person becomes a Subsidiary of Holdings, so long as such agreement was not entered into in contemplation of such Person becoming a Subsidiary of Holdings, (e) restrictions contained in joint venture agreements, Organizational Documents of Non-Guarantor Subsidiaries and other similar agreements and applicable solely to the assets of such joint ventures and Non-Guarantor Subsidiaries or Equity Interests in such joint ventures or Non-Guarantor Subsidiaries, (f) restrictions in any agreement or other instrument of a Person acquired by the Borrower or any Subsidiary which was in existence at the time of such acquisition (but not created in contemplation thereof or to provide all or any portion of the funds or credit support utilized to consummate such acquisition other than in connection with the incurrence of Indebtedness of the type contemplated by Section 6.1(r)), which restriction is not applicable to any Person, or the properties or assets of any Person, other than the Person and its Subsidiaries, or the property or assets of the Person and its Subsidiaries, so acquired, (g) prohibitions that apply by reason of any applicable Law, rule, regulation or order or are required by any Governmental Authority having jurisdiction over Holdings or any of its Subsidiaries, (h) restrictions or prohibitions that arise in connection with any Lien permitted by Section 6.2, (i) restrictions relating to secured Indebtedness permitted pursuant to Sections 6.1(e), (h), (i), (j), (r) and (s), in each case, to the extent that such restrictions or prohibitions apply only to the property or assets securing such Indebtedness, (j) restrictions and prohibitions under the Credit Documents and (k) cash or other deposits permitted under Section 6.2, no Credit Party Company nor any of its Subsidiaries Guarantor shall enter into any agreement prohibiting the creation or assumption of any Lien upon any of its properties or assetsassets as security for the Obligations, whether now owned or hereafter acquired, other than (i) (A) any agreement evidencing Indebtedness secured by Liens permitted by Section 8.02(a)(ii) or 8.02(a)(v) (but, with respect to secure Liens securing refinancings or renewals of Indebtedness secured by Liens described in Section 8.02(a)(vii), limited to Liens of the Obligationstype or nature permitted by Section 8.02(a)(ii), without giving effect to the limitations on the amount of Indebtedness secured by such Liens in Section 8.02(a)(ii)), (B) any agreement evidencing Indebtedness permitted by Section 8.01(f) that is secured by Liens permitted by Section 8.02(a)(vii) which are of a type or nature described in Section 8.02(a)(ii), without giving effect to the limitations on the amount of Indebtedness secured by such Liens in Section 8.02(a)(ii) or (C) Permitted Encumbrances referred to in clauses (iii), (xv), (xvi), (xviii) or (xix) of the definition thereof, provided that any such prohibition contained therein relates only to the asset or assets subject to such Liens; (ii) any agreement evidencing an asset sale, as to the assets being sold; (iii) provisions restricting Liens on assets of and interests in Joint Ventures; (iv) leases, licenses and other contracts containing customary non-assignment or negative pledge restrictions entered into in the ordinary course of business; and (v) agreements binding on property or Persons acquired in a Permitted Acquisition (or Investment permitted hereunder), not entered into in contemplation of such Permitted Acquisition (or Investment permitted hereunder) and not applicable to any Person other than the Person acquired, or to any property other than the property so acquired.
Appears in 2 contracts
Sources: Credit Agreement (FTD Companies, Inc.), Credit Agreement (United Online Inc)
No Further Negative Pledges. Except with respect to (a) specific property encumbered to secure payment of particular Indebtedness or to be sold pursuant to an executed agreement with respect to a an Asset Sale permitted Dispositionunder Section 6.9, (b) [reserved], (c) restrictions by reason of customary provisions restricting assignments, subletting or other transfers contained in leases, licenses and similar agreements entered into in the ordinary course of business (provided that such restrictions are limited to the property or assets secured by such Liens or the property or assets subject to such leases, licenses or similar agreements, as the case may be), (c) restrictions identified on Schedule 6.3, (d) restrictions in any agreement or document in effect at the time any Person becomes a Subsidiary of Holdings, so long as such agreement was not entered into in contemplation of such Person becoming a Subsidiary of Holdings[reserved], (e) restrictions contained in joint venture agreements, Organizational Documents of Non-Guarantor Subsidiaries and other similar agreements and applicable solely to the assets of such joint ventures and Non-Guarantor Subsidiaries or Equity Interests in such joint ventures or Non-Guarantor Subsidiaries, (f) restrictions in under any agreement or other instrument of a Person acquired by the Borrower or any Subsidiary which merged, amalgamated or consolidated with or into Loan Party that was in existence at the time of such acquisition (but or at the time it merges with or into any Loan Party in connection with the acquisition of assets from such Person (but, in each case, not created in contemplation thereof or to provide all or any portion of the funds or credit support utilized to consummate such acquisition other than in connection with the incurrence of Indebtedness of the type contemplated by Section 6.1(rthereof)), which encumbrance or restriction is not applicable to any Person, or the properties or assets of any Person, other than the Person and its SubsidiariesPerson, or the property or assets of the Person and its SubsidiariesPerson, so acquiredacquired or designation, (f) restrictions on cash or other deposits or net worth imposed by customers under commercial contracts entered into in the ordinary course of business, (g) prohibitions that apply by reason encumbrances or restrictions in connection with any Permitted Product Transaction that, in the good faith determination of any applicable Lawthe Borrower, rule, regulation are reasonably necessary or order or are required by any Governmental Authority having jurisdiction over Holdings or any of its Subsidiariesadvisable in connection with such Permitted Product Transaction, (h) restrictions customary provisions in joint venture agreements or prohibitions that arise in connection with any Lien permitted by Section 6.2arrangements and other similar agreements or arrangements relating solely to the applicable joint venture, (i) restrictions relating to any encumbrance or restriction contained in secured Indebtedness otherwise permitted pursuant to Sections 6.1(e), (h), (i), (j), (r) and (s), in each case, be incurred hereunder to the extent that such restrictions or prohibitions apply only limiting the right of the debtor to dispose of the property or assets securing such Indebtedness, Indebtedness and (j) any encumbrances or restrictions of the type referred to in the immediately preceding clauses (a) through (i) above imposed by any amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings of the contracts, instruments or obligations referred to such immediately preceding clauses (a) through (i) above; provided that such encumbrances and prohibitions under restrictions contained in any such amendment, modification, restatement, renewal, increase, supplement, refunding, replacement or refinancing are, in the Credit Documents good faith judgment of the Borrower, not materially more restrictive, taken as a whole, than the encumbrances and (k) cash restrictions prior to such amendment, modification, restatement, renewal, increase, supplement, refunding, replacement or other deposits permitted under Section 6.2refinancing, no Credit Loan Party nor any of its Borrower’s Subsidiaries shall enter into any agreement prohibiting the creation or assumption of any Lien upon any of its properties or assets, whether now owned or hereafter acquired, to secure the Obligations.
Appears in 2 contracts
Sources: Financing Agreement (Tg Therapeutics, Inc.), Financing Agreement (Tg Therapeutics, Inc.)
No Further Negative Pledges. Except with respect to (a) specific property encumbered to secure payment of particular Indebtedness or to be sold pursuant to an executed agreement with respect to a permitted DispositionThe Credit Parties will not, (b) restrictions by reason of customary provisions restricting assignments, subletting or other transfers contained in leases, licenses and similar agreements entered into in the ordinary course of business (provided that such restrictions are limited to the property or assets secured by such Liens or the property or assets subject to such leases, licenses or similar agreements, as the case may be), (c) restrictions identified on Schedule 6.3, (d) restrictions in any agreement or document in effect at the time any Person becomes a Subsidiary of Holdings, so long as such agreement was not entered into in contemplation of such Person becoming a Subsidiary of Holdings, (e) restrictions contained in joint venture agreements, Organizational Documents of Non-Guarantor Subsidiaries and other similar agreements and applicable solely to the assets of such joint ventures and Non-Guarantor Subsidiaries or Equity Interests in such joint ventures or Non-Guarantor Subsidiaries, (f) restrictions in any agreement or other instrument of a Person acquired by the Borrower or nor will they permit any Subsidiary which was in existence at the time of such acquisition (but not created in contemplation thereof or to provide all or any portion of the funds or credit support utilized to consummate such acquisition other than in connection with the incurrence of Indebtedness of the type contemplated by Section 6.1(r))to, which restriction is not applicable to any Person, or the properties or assets of any Person, other than the Person and its Subsidiaries, or the property or assets of the Person and its Subsidiaries, so acquired, (g) prohibitions that apply by reason of any applicable Law, rule, regulation or order or are required by any Governmental Authority having jurisdiction over Holdings or any of its Subsidiaries, (h) restrictions or prohibitions that arise in connection with any Lien permitted by Section 6.2, (i) restrictions relating to secured Indebtedness permitted pursuant to Sections 6.1(e), (h), (i), (j), (r) and (s), in each case, to the extent that such restrictions or prohibitions apply only to the property or assets securing such Indebtedness, (j) restrictions and prohibitions under the Credit Documents and (k) cash or other deposits permitted under Section 6.2, no Credit Party nor any of its Subsidiaries shall enter into or suffer to exist, any agreement prohibiting or conditioning the creation or assumption of any Lien upon any of its properties property or assetsassets except (i) pursuant to this Agreement or any Credit Document, whether now owned (ii) in connection with (A) any Indebtedness incurred under the 2007 Senior Notes or hereafter acquiredthe 2010 Senior Notes (or any refinancing thereof permitted under Section 6.1(g) or other senior notes with applicable covenants that not materially more adverse to the interest of the Lenders), (B) any Surviving Debt as in effect on the Effective Date (or any refinancing thereof permitted under Section 6.1(g)), (C) any purchase money Indebtedness permitted by Section 6.1(e) solely to secure the Obligationsextent that the agreement or instrument governing such Indebtedness prohibits a Lien on the property acquired with the proceeds of such Indebtedness, (D) any Capital Lease permitted by Section 6.1(f) solely to the extent that such Capital Lease prohibits a Lien on the property subject thereto, (E) any Indebtedness permitted by Section 6.1(k) or (F) any Indebtedness outstanding on the date any Subsidiary of the Company becomes such a Subsidiary (so long as such agreement was not entered into solely in contemplation of such Subsidiary becoming a Subsidiary of the Company), (iii) agreements relating to prohibitions on easements, rights of way or other encumbrances on title to real property and (iv) customary provisions in leases in the ordinary course of business.
Appears in 2 contracts
Sources: Credit Agreement (Esterline Technologies Corp), Credit Agreement (Esterline Technologies Corp)
No Further Negative Pledges. Except with respect The Borrower shall not, nor shall it permit any of its Restricted Subsidiaries or the TRS Guarantor to, enter into any Contractual Obligation (other than this Agreement and the other Credit Documents) that limits the ability of any Credit Party or any such Restricted Subsidiary to create, incur, assume or suffer to exist Liens on property of such Person; provided, however, that this Section 8.3 shall not prohibit (ai) specific any negative pledge incurred or provided in favor of any holder of Indebtedness permitted under Section 8.1(e), solely to the extent any such negative pledge relates to the property encumbered financed by or subject to secure payment of particular Indebtedness or to be sold pursuant to an executed agreement with respect to a permitted DispositionPermitted Liens securing such Indebtedness, (bii) 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, (iii) customary restrictions by reason and conditions contained in any agreement relating to the disposition of any property or assets permitted under Section 8.10 pending the consummation of such disposition, (iv) customary provisions restricting assignments, subletting or other transfers contained in leases, licenses licenses, joint venture agreements, agreements with respect to Assets Under Development and similar agreements entered into in the ordinary course of business (provided that such restrictions are limited to the property or assets secured by such Liens or the property or assets subject to such leases, licenses or similar agreements, as the case may be)business, (cv) restrictions identified on Schedule 6.3, (d) restrictions any negative pledge provided in favor of any agreement or document in effect at the time any Person becomes a lender to an Unrestricted Subsidiary of Holdings, so long as such agreement was not entered into restriction only applies to the Equity Interests of an Unrestricted Subsidiary owned by a Credit Party or Restricted Subsidiary as provided in contemplation of such Person becoming a Subsidiary of HoldingsSection 8.2(u), (evi) restrictions contained in joint venture agreements, Organizational Documents of Non-Guarantor Subsidiaries and other similar agreements and applicable solely to the assets of such joint ventures and Non-Guarantor Subsidiaries or Equity Interests in such joint ventures or Non-Guarantor Subsidiaries, (f) restrictions in any agreement or instrument governing Indebtedness assumed in connection with a Permitted Acquisition or other instrument of a Person acquired by Investment, to the extent the relevant encumbrance or restriction was not agreed to or adopted in connection with, or in anticipation of, the respective Permitted Acquisition or Investment and does not apply to the Borrower or any Subsidiary which was in existence at the time of such acquisition (but not created in contemplation thereof or to provide all or any portion of the funds or credit support utilized to consummate such acquisition other than in connection with the incurrence of Indebtedness of the type contemplated by Section 6.1(r)), which restriction is not applicable to any PersonRestricted Subsidiary, or the properties or assets of any such Person, other than the Person and its Subsidiaries, Persons or the property properties acquired in such Permitted Acquisition or assets of the Person Investment and its Subsidiaries, so acquired, (gvii) prohibitions that apply by reason of any applicable Law, rule, regulation or order or are required by any Governmental Authority having jurisdiction over Holdings or any of its Subsidiaries, customary contractual restrictions in a lease (hincluding Ground Leases) restrictions or prohibitions that arise in connection with any Lien permitted by Section 6.2, (i) restrictions relating to secured Indebtedness permitted pursuant to Sections 6.1(e), (h), (i), (j), (r) and (s), in each case, to the extent that such restrictions granting of a Lien on the applicable leasehold interest or prohibitions apply only to the property or assets securing such Indebtedness, (j) restrictions and prohibitions under the Credit Documents and (k) cash or other deposits permitted under Section 6.2, no Credit Party nor any of its Subsidiaries shall enter into any agreement prohibiting the creation or assumption of any Lien upon any of its properties or assets, whether now owned or hereafter acquired, to secure the Obligationsleased property.
Appears in 2 contracts
Sources: Credit Agreement (Sun Communities Inc), Credit Agreement (Sun Communities Inc)
No Further Negative Pledges. Except with respect to (a) specific property encumbered to secure payment of particular Indebtedness or to be sold pursuant to an executed agreement with respect to a permitted Disposition, (b) restrictions by reason of customary provisions restricting assignments, subletting or other transfers contained in leases, licenses and similar agreements entered into in the ordinary course of business (provided that such restrictions are limited to the property or assets secured by such Liens or the property or assets subject to such leases, licenses or similar agreements, as the case may be), (c) restrictions identified on Schedule 6.3, (d) restrictions in any agreement or document in effect at the time any Person becomes a Subsidiary of Holdings, so long as such agreement was not entered into in contemplation of such Person becoming a Subsidiary of Holdings, (e) restrictions contained in joint venture agreements, Organizational Documents of Non-Guarantor Subsidiaries and other similar agreements and applicable solely to the assets of such joint ventures and Non-Guarantor Subsidiaries or Equity Interests in such joint ventures or Non-Guarantor Subsidiaries, (f) restrictions in any agreement or other instrument of a Person acquired by the Borrower or any Subsidiary which was in existence at the time of such acquisition (but not created in contemplation thereof or to provide all or any portion of the funds or credit support utilized to consummate such acquisition other than in connection with the incurrence of Indebtedness of the type contemplated by Section 6.1(r)), which restriction is not applicable to any Person, or the properties or assets of any Person, other than the Person and its Subsidiaries, or the property or assets of the Person and its Subsidiaries, so acquired, (g) prohibitions that apply by reason of any applicable Law, rule, regulation or order or are required by any Governmental Authority having jurisdiction over Holdings or any of its Subsidiaries, (h) restrictions or prohibitions that arise in connection with any Lien permitted by Section 6.2, (i) restrictions relating to secured Indebtedness permitted pursuant to Sections 6.1(e), (h), (i), (j), (r) and (s), in each case, to the extent that such restrictions or prohibitions apply only to the property or assets securing such Indebtedness, (j) restrictions and prohibitions under the Credit Documents and (k) cash or other deposits permitted under Section 6.2, no No Credit Party nor any of its Subsidiaries shall enter into any agreement prohibiting the creation or assumption of any Lien upon any of its properties or assets, whether now owned or hereafter acquired, to secure the Obligations, except with respect to:
(a) contractual encumbrances, licenses or restrictions in effect on the Second Restatement Effective Date, including pursuant to this Agreement and the related documentation and Hedge Agreements and related documentation;
(b) contractual restrictions contained in the Senior Notes Indenture, the Senior Notes, the Senior Exchange Notes Indenture, the Senior Exchange Notes, the New Senior Notes Indenture, the New Senior Notes and related guarantees and related documentation;
(c) purchase money obligations for property acquired in the ordinary course of business and Capital Leases that impose restrictions on the property so acquired;
(d) applicable Law or any applicable rule, regulation or order;
(e) any agreement, license or other instrument of a Person acquired by or merged, consolidated or amalgamated with or into Parent Borrower or any of its Subsidiaries in existence at the time of such acquisition, merger, consolidation or amalgamation (but in any such case not created in contemplation thereof), which encumbrance or restriction is not applicable to any Person, or the properties or assets of any Person, other than the Person and its subsidiaries, or the property or assets of the Person and its subsidiaries, so acquired;
(f) secured Indebtedness (to the extent such Indebtedness is permitted to be incurred pursuant to Section 6.1 hereof and the related Liens are permitted to be incurred pursuant to Section 6.2(h), (j), (k), (p), (r) or (ee) hereof) that limits the right of the debtor to dispose of the assets (other than any Collateral) securing such Indebtedness;
(g) customary provisions in any joint venture agreement or similar agreement to the extent prohibiting the pledge of the Equity Interests of such joint venture;
(h) restrictions or conditions contained in any trading, netting, operating, construction, service, supply, purchase, sale or other agreement to which Parent Borrower or any of its Subsidiaries is a party entered into in the ordinary course of business; provided that such agreement prohibits the encumbrance of solely the property or assets of Parent Borrower or such Subsidiary that are subject to such agreement, the payment rights arising thereunder or the proceeds thereof and not any other asset or property of Parent Borrower or such Subsidiary or the assets or property of any other Subsidiary;
(i) any encumbrances or restrictions of the type referred to above imposed by any amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings of the contracts, instruments or obligations referred to in clauses (a) through (e) of this Section 6.3; provided that such amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings are, in the good faith judgment of Parent Borrower, no more restrictive with respect to such encumbrances and other restrictions taken as a whole than those prior to such amendment, modification, restatement, renewal, increase, supplement, refunding, replacement or refinancing.
Appears in 2 contracts
Sources: Credit and Guaranty Agreement (IMS Health Holdings, Inc.), Credit and Guaranty Agreement (IMS Health Holdings, Inc.)
No Further Negative Pledges. Except with respect Directly or indirectly, enter into, incur or permit to exist any Contractual Obligation (other than any Loan Document) that prohibits, restricts or imposes any condition upon the ability of (a) specific the Borrower or any other Loan Party to create, incur or permit to exist any Lien upon any of its property encumbered or assets (including the Capital Stock owned by the Borrower or such Loan Party), or (b) any Loan Party to secure payment make Restricted Payments to the Borrower or any other Loan Party or to make or repay loans or advances to the Borrower or any other Loan Party or to guarantee Indebtedness of particular Indebtedness the Borrower or any other Loan Party or (c) the Borrower or any Subsidiary to otherwise transfer (including by way of a pledge) property to the Borrower or a Loan Party; provided that (i) the foregoing shall not apply to restrictions and conditions imposed by Requirements of Law or by this Agreement, (ii) the foregoing shall not apply to customary restrictions and conditions contained in agreements relating to the sale of a Subsidiary pending such sale, provided such restrictions and conditions apply only to the Subsidiary that is to be sold pursuant to an executed agreement and such sale is permitted hereunder (including, if applicable, in accordance with respect to a permitted DispositionSection 8.15), (biii) the foregoing shall not apply to restrictions or conditions imposed by reason of customary provisions restricting assignments, subletting or other transfers contained in leases, licenses and similar agreements entered into in the ordinary course of business (provided that any agreement relating to Secured Indebtedness permitted by this Agreement if such restrictions are limited or conditions apply only to the property or assets secured by securing such Liens Indebtedness (and, for the avoidance of doubt, such restrictions do not apply to any Qualified Asset or to the property or assets subject to such leases, licenses or similar agreements, as the case may beCapital Stock of any Guarantor), (civ) the foregoing shall not apply to restrictions identified that are binding on Schedule 6.3, (d) restrictions in any agreement or document in effect an Other Guarantor at the time any Person such Subsidiary first becomes a Subsidiary of Holdingsthe Borrower, so long as such agreement was Contractual Obligations were not entered into in contemplation of such Person becoming a Subsidiary of Holdingsthe Borrower, (ev) the foregoing shall not apply to restrictions contained or conditions in joint venture agreements, Organizational Documents of Non-Guarantor Subsidiaries agreements and other similar agreements and applicable to Joint Ventures that are applicable solely to such Joint Venture and entered into in the ordinary course of business, (vi) the foregoing shall not apply to restrictions or conditions that are customary restrictions on leases, subleases, licenses or asset sale agreements otherwise permitted hereby so long as such restrictions solely relate to the assets of such joint ventures and Non-Guarantor Subsidiaries or Equity Interests in such joint ventures or Non-Guarantor Subsidiariessubject thereto, (fvii) clause (a) of the foregoing shall not apply to customary restrictions in or conditions restricting assignment of any agreement or other instrument entered into in the ordinary course of business, (viii) the foregoing shall not apply to provisions restricting the granting of a Person acquired security interest in Intellectual Property contained in licenses or sublicenses by the Borrower or any Subsidiary which was in existence at the time and its Subsidiaries of such acquisition Intellectual Property, which licenses and sublicenses were entered into in the ordinary course of business (but not created in contemplation thereof or which case such restriction shall relate only to provide all or any portion of the funds or credit support utilized to consummate such acquisition other than in connection with the incurrence of Indebtedness of the type contemplated by Section 6.1(r)Intellectual Property), which restriction is not applicable to any Person, or the properties or assets of any Person, other than the Person and its Subsidiaries, or the property or assets of the Person and its Subsidiaries, so acquired, (g) prohibitions that apply by reason of any applicable Law, rule, regulation or order or are required by any Governmental Authority having jurisdiction over Holdings or any of its Subsidiaries, (h) restrictions or prohibitions that arise in connection with any Lien permitted by Section 6.2, (i) restrictions relating to secured Indebtedness permitted pursuant to Sections 6.1(e), (h), (i), (j), (r) and (s), in each case, ix) the foregoing shall not apply to the extent that such restrictions or prohibitions apply only to the property or assets securing such Indebtedness, (j) restrictions and prohibitions under the Credit Documents and (k) on cash or other deposits permitted imposed by customers under Section 6.2, no Credit Party nor any contracts entered into in the ordinary course of its Subsidiaries shall enter into any agreement prohibiting the creation or assumption of any Lien upon any of its properties or assets, whether now owned or hereafter acquired, to secure the Obligationsbusiness.
Appears in 2 contracts
Sources: Credit Agreement (Americold Realty Trust), Credit Agreement (Americold Realty Trust)
No Further Negative Pledges. Except The Borrower shall not nor shall it permit any of its Subsidiaries to enter into any agreement prohibiting the creation or assumption of any Lien upon any of its properties, whether now owned or hereafter acquired, for the benefit of the Secured Parties with respect to the Obligations, except with respect to:
(a) specific property encumbered to secure payment of particular Indebtedness or to be sold pursuant to an executed any Disposition permitted by Section 6.07;
(b) restrictions contained in any agreement with respect to Indebtedness permitted by Section 6.01 that is secured by a Permitted Lien, but only if such restrictions apply only to the Person or Persons obligated under such Indebtedness and its or their Subsidiaries or the property or assets securing such Indebtedness;
(c) restrictions contained in the documentation governing Indebtedness permitted Dispositionby clauses (l), (bs), (u), (v) and (x) of Section 6.01 (and clause (o) of Section 6.01 to the extent relating to any refinancing, refunding or replacement of Indebtedness incurred in reliance on clauses (a), (l), (s), (u), (v) and (x) of Section 6.01);
(d) restrictions by reason of customary provisions restricting assignments, subletting or other transfers (including the granting of any Lien) contained in leases, licenses subleases, licenses, sublicenses and similar other agreements entered into in the ordinary course of business (provided that such restrictions are limited to the relevant leases, subleases, licenses, sublicenses or other agreements and/or the property or assets secured by such Liens or the property or assets subject to such leases, licenses subleases, licenses, sublicenses or similar other agreements, as the case may be), ;
(ce) restrictions identified on Schedule 6.3, (d) Permitted Liens and restrictions in the agreements relating thereto that limit the right of the Borrower or any agreement of its Subsidiaries to Dispose of, or document encumber the assets subject to such Liens;
(f) provisions limiting the Disposition or distribution of assets or property in effect at joint venture agreements, sale-leaseback agreements, stock sale agreements and other similar agreements, which limitation is applicable only to the time assets that are the subject of such agreements (or the Persons the Capital Stock of which is the subject of such agreement);
(g) any Person becomes a Subsidiary encumbrance or restriction assumed in connection with an acquisition of Holdingsproperty or the Capital Stock of any Person, so long as such agreement encumbrance or restriction relates solely to the property so acquired (or to the Person or Persons (and its or their subsidiaries) bound thereby) and was not entered into created in connection with or in contemplation of such Person becoming a Subsidiary acquisition;
(h) restrictions imposed by customary provisions in partnership agreements, limited liability company organizational governance documents, corporate organizational documents (including, without limitation, certificates of Holdingsdesignation), joint venture agreements and other similar agreements that restrict the transfer of the assets of, or ownership interests in, such partnership, limited liability company, joint venture or similar Person;
(ei) restrictions on Cash or other deposits imposed by Persons under contracts entered into in the ordinary course of business or for whose benefit such Cash or other deposits exist;
(j) restrictions set forth in documents which exist on the Closing Date;
(k) restrictions contained in joint venture agreements, Organizational Documents documents governing Indebtedness and Liens on Capital Stock permitted hereunder of Non-Guarantor Subsidiaries and other similar agreements and applicable solely to the assets of such joint ventures and Non-Guarantor Subsidiaries or Equity Interests in such joint ventures or Non-Guarantor Subsidiaries, any Subsidiary that is not a Loan Party;
(fl) restrictions set forth in any Loan Document, any Hedge Agreement and/or any agreement relating to any Banking Services Obligation or other instrument of a Person acquired by the Borrower or any Subsidiary which was in existence at the time of such acquisition (but not created in contemplation thereof or to provide all or any portion of the funds or credit support utilized to consummate such acquisition other than in connection with the incurrence of Indebtedness obligations of the type contemplated referred to in Section 6.01(e);
(m) other restrictions or encumbrances imposed by Section 6.1(r))any amendments, which restriction is not applicable to any Personmodifications, restatements, renewals, increases, supplements, refundings, replacements or the properties or assets of any Person, other than the Person and its Subsidiaries, or the property or assets refinancings of the Person contracts, instruments or obligations referred to in clauses (a) through (l) above; provided that such amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings are, in the good faith judgment of the Borrower, no more restrictive with respect to such encumbrances and its Subsidiariesother restrictions, so acquiredtaken as a whole, than those prior to such amendment, modification, restatement, renewal, increase, supplement, refunding, replacement or refinancing; and
(g) prohibitions that apply by reason of any applicable Law, rule, regulation or order or are required by any Governmental Authority having jurisdiction over Holdings or any of its Subsidiaries, (hn) restrictions or prohibitions that arise created in connection with any Lien permitted by Section 6.2, (i) restrictions relating to secured Indebtedness permitted pursuant to Sections 6.1(e), (h), (i), (j), (r) and (s), in each case, to the extent that such restrictions or prohibitions apply only to the property or assets securing such Indebtedness, (j) restrictions and prohibitions under the Credit Documents and (k) cash or other deposits permitted under Section 6.2, no Credit Party nor any of its Subsidiaries shall enter into any agreement prohibiting the creation or assumption of any Lien upon any of its properties or assets, whether now owned or hereafter acquired, to secure the ObligationsSecuritization Facility.
Appears in 2 contracts
Sources: Incremental Joinder to First Lien Credit Agreement (Post Holdings, Inc.), First Lien Credit Agreement (Post Holdings, Inc.)
No Further Negative Pledges. Except with respect No Credit Party shall be party to any agreement prohibiting the creation or assumption of any Lien upon any of its properties or assets, whether now owned or hereafter acquired, to secure the Obligations; provided that the following shall not be prohibited: (a) specific property encumbered to secure payment of particular Indebtedness or to be sold pursuant to an executed agreement with respect to a permitted DispositionAsset Sale, (b) restrictions by reason of customary provisions restricting assignments, subletting or other transfers contained in leases, licenses and similar agreements entered into in the ordinary course of business (provided that such restrictions are limited to the property or assets secured by such Liens or the property or assets subject to such leases, licenses or similar agreements, as the case may be)) and, (c) restrictions identified on Schedule 6.3required by applicable law to be contained in any investment advisory agreement of Borrower or any of its Subsidiaries and other restrictions under applicable law, (d) restrictions contained in any agreement or document in effect at the time any Person a Subsidiary becomes a Subsidiary of HoldingsBorrower, so long as such agreement was not entered into in connection with or in contemplation of such Person person becoming a Subsidiary of HoldingsBorrower, (e) restrictions contained customary provisions in joint venture partnership agreements, Organizational Documents of Non-Guarantor Subsidiaries limited liability company organizational governance documents, asset sale and stock sale agreements and other similar agreements and applicable solely to entered into in the assets ordinary course of such joint ventures and Non-Guarantor Subsidiaries or Equity Interests business that restrict the transfer of ownership interests in such joint ventures partnership, limited liability company or Non-Guarantor Subsidiariessimilar person, (f) restrictions in any agreement or other instrument of a Person acquired by the Borrower or any Subsidiary which was in existence at the time of such acquisition (but not created in contemplation thereof or to provide all or any portion of the funds or credit support utilized to consummate such acquisition other than governing Indebtedness assumed in connection with the incurrence of Indebtedness of the type contemplated by Section 6.1(r))any Permitted Acquisition, which encumbrance or restriction is not applicable to any Personperson, or the properties or assets of any Personperson, other than the Person and its Subsidiaries, person or the property properties or assets of the Person and its Subsidiaries, person so acquired, (g) prohibitions that apply by reason in the case of any applicable Lawjoint venture or special purpose vehicle which is not a Credit Party, rulerestrictions in such person’s organizational documents or pursuant to any joint venture agreement, regulation stockholders agreements or order similar agreement solely to the extent of the equity interests of or are required by any Governmental Authority having jurisdiction over Holdings property held in the subject joint venture or any of its Subsidiariesother entity, (h) restrictions contained in the SVB Credit Agreement or prohibitions other revolving credit facilities permitted under Section 6.1(d) of this Agreement; provided that arise such revolving credit facilities are no more materially restrictive with respect to those encumbrances and restrictions in connection with any Lien permitted by Section 6.2the SVB Credit Agreement as in effect on the Closing Date, (i) restrictions relating contained in the organizational documents or governing documents with respect to secured Indebtedness permitted pursuant to Sections 6.1(e), (h), (i), (j), (r) and (s), in each case, to the extent that such restrictions any Investment Fund or prohibitions apply only to the property or assets securing such Indebtednessgeneral partner thereof, (j) any encumbrances or restrictions and prohibitions under imposed by any amendments or refinancings that are otherwise permitted by the Credit Documents Documents; provided that such amendments or refinancings are no more materially restrictive with respect to such encumbrances and restrictions than those prior to such amendment or refinancing, or (k) cash or other deposits permitted under Section 6.2, no Credit Party nor any of its Subsidiaries shall enter into any agreement prohibiting agreements in effect on the creation or assumption of any Lien upon any of its properties or assets, whether now owned or hereafter acquired, to secure the ObligationsClosing Date and set forth on Schedule 6.3.
Appears in 2 contracts
Sources: Credit and Guaranty Agreement (Hamilton Lane INC), Credit and Guaranty Agreement (Hamilton Lane INC)
No Further Negative Pledges. Except with respect Indebtedness No Credit Party shall, nor shall it permit any of its Subsidiaries to, enter into any Contractual Obligation (other than this Agreement and the other Credit Documents) that limits the ability of the Borrower or any such Subsidiary to create, incur, assume or suffer to exist Liens on property of such Person; provided, however, that this Section 8.3 shall not prohibit (ai) specific any negative pledge incurred or provided in favor of any holder of Indebtedness permitted under Section 8.1(e) solely to the extent any such negative pledge relates to the property encumbered financed by or subject to Permitted Liens securing such Indebtedness, (ii) any Contractual Obligation incurred or provided in favor of any holder of Indebtedness permitted under Section 8.1(l) solely to the extent such Contractual Obligation prohibits the pledge of the Capital Stock of the Borrower to secure payment of particular Indebtedness or to be sold pursuant to an executed agreement with respect to a permitted Dispositionany Indebtedness, (biii) 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, (iv) customary restrictions by reason and conditions contained in any agreement relating to the disposition of any property or assets permitted under Section 8.10 pending the consummation of such disposition, (v) customary provisions restricting assignments, subletting or other transfers contained in leases, licenses licenses, joint venture agreements and similar agreements entered into in the ordinary course of business business, and (vi) any Contractual Obligation (including, without limitation, any negative pledge) incurred or provided that such restrictions are in favor of any holder of Indebtedness permitted under Section 8.1(k).
(a) (x) Indebtedness under the Credit Documents, (y) Indebtedness of any Credit Party or any of its Subsidiaries existing on the Third Amendment Effective Date, including but not limited to the property or assets secured by such Liens or Healthpeak Debt and the property or assets subject to such leases, licenses or similar agreements, as the case may be), Existing DOC Notes and (cz) restrictions identified on Schedule 6.3, (d) restrictions in any agreement or document in effect at the time any Person becomes a Subsidiary of Holdings, so long as such agreement was not entered into in contemplation of such Person becoming a Subsidiary of Holdings, (e) restrictions contained in joint venture agreements, Organizational Documents of Non-Guarantor Subsidiaries and other similar agreements and applicable solely to the assets of such joint ventures and Non-Guarantor Subsidiaries or Equity Interests in such joint ventures or Non-Guarantor Subsidiaries, (f) restrictions in any agreement or other instrument of a Person acquired Guarantees by the Parent and the Borrower of any Indebtedness of PEAK OP, including but not limited to all obligations of PEAK OP under or any Subsidiary which was arising in existence connection with the Healthpeak Debt;
(b) other Indebtedness; provided that (i) at the time of such acquisition (but not created in contemplation thereof or to provide all or any portion of the funds or credit support utilized to consummate such acquisition other than in connection with the incurrence of such Indebtedness and immediately after giving effect thereto (including any Liens associated therewith) no Event of the type contemplated by Section 6.1(r))Default has occurred and is continuing or would result therefrom and (ii) with respect to obligations of a Credit Party in respect of Swap Contracts, which restriction is such Swap Contracts shall be (x) entered into in order to manage existing or anticipated risk and not applicable to any Person, for speculative purposes or the properties or assets of any Person, other than the Person and its Subsidiaries, or the property or assets of the Person and its Subsidiaries, so acquired, (gy) prohibitions that apply by reason of any applicable Law, rule, regulation or order or are required by any Governmental Authority having jurisdiction over Holdings or any of its Subsidiaries, (h) restrictions or prohibitions that arise in connection with any Lien permitted by Section 6.2, (i) restrictions relating to secured Indebtedness permitted pursuant to Sections 6.1(e)for the sale of Equity Interests issued by Healthpeak at a future date that could be discharged solely by (1) delivery of Healthpeak’s Equity Interests, or, (h)2) solely at Healthpeak’s option made at any time, (i)payment of the net cash value of such Equity Interests at the time, (j)irrespective of the form or duration of such agreement, (r) commitment or arrangement and (s), in each case, to the extent that such restrictions or prohibitions apply only to the property or assets securing such Indebtedness, (jii) restrictions and prohibitions under the Credit Documents and (k) cash or other deposits permitted under Section 6.2, no Credit Party nor any of its Subsidiaries shall enter into any agreement prohibiting the creation or assumption of any Lien upon any of its properties or assets, whether now owned or hereafter acquired, to secure the Obligationsnot for speculative purposes.
Appears in 2 contracts
Sources: Credit Agreement (Healthpeak Properties, Inc.), Credit Agreement (Physicians Realty Trust)
No Further Negative Pledges. Except with respect to (a) specific property encumbered to secure payment of particular Indebtedness or to be sold pursuant to an executed agreement with respect to a permitted Disposition, (b) restrictions by reason of customary provisions restricting assignments, subletting or other transfers contained in leases, licenses and similar agreements entered into in the ordinary course of business (provided that such restrictions are limited to the property or assets secured by such Liens or the property or assets subject to such leases, licenses or similar agreements, as the case may be), (c) restrictions identified on Schedule 6.3, (d) restrictions in any agreement or document in effect at the time any Person becomes a Subsidiary of Holdings, so long as such agreement was not entered into in contemplation of such Person becoming a Subsidiary of Holdings, (e) restrictions contained in joint venture agreements, Organizational Documents of Non-Guarantor Subsidiaries and other similar agreements and applicable solely to the assets of such joint ventures and Non-Guarantor Subsidiaries or Equity Interests in such joint ventures or Non-Guarantor Subsidiaries, (f) restrictions in any agreement or other instrument of a Person acquired by the Borrower or any Subsidiary which was in existence at the time of such acquisition (but not created in contemplation thereof or to provide all or any portion of the funds or credit support utilized to consummate such acquisition other than in connection with the incurrence of Indebtedness of the type contemplated by Section 6.1(r)), which restriction is not applicable to any Person, or the properties or assets of any Person, other than the Person and its Subsidiaries, or the property or assets of the Person and its Subsidiaries, so acquired, (g) prohibitions that apply by reason of any applicable Law, rule, regulation or order or are required by any Governmental Authority having jurisdiction over Holdings or any of its Subsidiaries, (h) restrictions or prohibitions that arise in connection with any Lien permitted by Section 6.2, (i) restrictions relating to secured Indebtedness permitted pursuant to Sections 6.1(e), (h), (i), (j), (r) and (s), in each case, to the extent that such restrictions or prohibitions apply only to the property or assets securing such Indebtedness, (j) restrictions and prohibitions under the Credit Documents and (k) cash or other deposits permitted under Section 6.2, no Credit Party Neither Company nor any of its Subsidiaries shall enter into any agreement (other than this Agreement, the Loan Documents and the CPIH Revolver Documents) on or after the Closing Date prohibiting the creation or assumption of any Lien upon any of its properties or assets, whether now owned or hereafter acquired, except with respect to (i) specific property encumbered by a Lien permitted hereunder to secure payment of particular Indebtedness permitted to be incurred under subsection 6.1(vii) (but only to the Obligationsextent that the Indebtedness being refinanced was subject to a negative pledge on the same assets), or by a Lien permitted under subsection 6.2A(v), 6.2A(vi), 6.2A(vii) or 6.2A(ix), or by a Lien permitted under subsection 6.2A(x) to the extent such Lien secures obligations incurred to finance the acquisition of such specific property, (ii) specific property to be sold pursuant to an executed agreement with respect to an Asset Sale which is permitted hereunder, (iii) specific property that is leased pursuant to a lease permitted hereunder, and (iv) provisions in the principal lease, service and operating agreements pertaining to Projects, or the partnership and financing agreements relating to Projects, so long as in each case such lease, service, operating, partnership or financing agreement is an extension, renewal or replacement of such agreement in effect as of the Closing Date, is otherwise permitted to be entered into hereunder and contains no more restrictive provisions relating to prohibiting the creation or assumption of any Lien upon the properties or assets of the relevant Subsidiary than the lease, service, operating, partnership or financing agreement so extended, renewed or replaced.
Appears in 2 contracts
Sources: Credit Agreement (Danielson Holding Corp), Credit Agreement (Covanta Energy Corp)
No Further Negative Pledges. Except with respect to (a) specific property encumbered to secure payment of particular Indebtedness or to be sold pursuant to an executed agreement with respect to a permitted Disposition, (b) restrictions by reason of customary provisions restricting assignments, subletting or other transfers contained in leases, licenses and similar agreements entered into in the ordinary course of business (provided that such restrictions are limited to the property or assets secured by such Liens or the property or assets subject to such leases, licenses or similar agreements, as the case may be), (c) restrictions identified on Schedule 6.3, (d) restrictions in any agreement or document in effect at the time any Person becomes a Subsidiary None of Holdings, so long as such agreement was not entered into in contemplation of such Person becoming a the Borrower or any other Restricted Subsidiary of Holdingswill, (e) restrictions contained in joint venture agreementsdirectly or indirectly, Organizational Documents of Non-Guarantor Subsidiaries and other similar agreements and applicable solely enter into, incur or permit to the assets of such joint ventures and Non-Guarantor Subsidiaries or Equity Interests in such joint ventures or Non-Guarantor Subsidiaries, (f) restrictions in exist any agreement or other instrument arrangement that prohibits, restricts or imposes any condition upon the ability of a Person acquired by Holdings, the Borrower or any other Restricted Subsidiary which was in existence at the time of such acquisition (but not created in contemplation thereof to create, incur or permit to provide all or any portion of the funds or credit support utilized to consummate such acquisition other than in connection with the incurrence of Indebtedness of the type contemplated by Section 6.1(r)), which restriction is not applicable to any Person, or the properties or assets of any Person, other than the Person and its Subsidiaries, or the property or assets of the Person and its Subsidiaries, so acquired, (g) prohibitions that apply by reason of any applicable Law, rule, regulation or order or are required by any Governmental Authority having jurisdiction over Holdings or any of its Subsidiaries, (h) restrictions or prohibitions that arise in connection with any Lien permitted by Section 6.2, (i) restrictions relating to secured Indebtedness permitted pursuant to Sections 6.1(e), (h), (i), (j), (r) and (s), in each case, to the extent that such restrictions or prohibitions apply only to the property or assets securing such Indebtedness, (j) restrictions and prohibitions under the Credit Documents and (k) cash or other deposits permitted under Section 6.2, no Credit Party nor any of its Subsidiaries shall enter into any agreement prohibiting the creation or assumption of exist any Lien upon any of its properties or assets, whether now owned or hereafter acquired, to secure any Obligations; provided that the Obligationsforegoing shall not apply to (a) restrictions and conditions imposed by law or by any Credit Document, (b) restrictions and conditions existing on the Closing Date identified on Schedule 6.3, and amendments, modifications, extensions and renewals thereof (including any such extension or renewal arising as a result of an extension, renewal or refinancing of any Indebtedness containing such restriction or condition), provided, in each case, that the scope of any such restriction or condition shall not have been expanded as a result thereof, (c) in the case of (i) any Restricted Subsidiary that is not a wholly-owned Restricted Subsidiary or (ii) the Equity Interests in any Person that is not a Restricted Subsidiary (including any Unrestricted Subsidiary), restrictions and conditions imposed by the Organizational Documents of such Restricted Subsidiary or such other Person or contained in any related joint venture, shareholders’ or similar agreement or, in the case of clause (ii), in any agreement or instrument relating to Indebtedness of such Person, provided, in each case, that such restrictions and conditions apply only to such Restricted Subsidiary and to any Equity Interests in such Restricted Subsidiary or to the Equity Interests in such other Person (including any Unrestricted Subsidiary), as applicable, (d) restrictions and conditions imposed by any agreement or document governing secured Indebtedness permitted by Section 6.1(e), 6.1(s) or 6.1(w) or governing Liens permitted by Section 6.2(k), 6.2(n) or 6.2(u) or by clause (c), (d), (m), (t) or (u) of the definition of “Permitted Encumbrances”, provided that such restrictions and conditions apply only to the assets securing such Indebtedness or subject to such Liens, (e) restrictions and conditions imposed by agreements relating to Indebtedness permitted by Section 6.1(f), provided that such restrictions and conditions apply only to Persons that are permitted under such Section to be obligors in respect of such Indebtedness and are not less favorable to the Lenders than the restrictions and conditions imposed by such Indebtedness (or, in the case of any Refinancing Indebtedness, by the applicable Original Indebtedness) at the time such Indebtedness first became subject to Section 6.1, (f) in connection with the sale of any Equity Interests in a Subsidiary or any other assets, customary restrictions and conditions contained in agreements relating to such sale pending the completion thereof, provided that such restrictions and conditions apply only to the Subsidiary or the other assets to be sold and such sale is permitted under Section 6.8, (g) restrictions and conditions imposed by any agreement or document governing Indebtedness of any Restricted Subsidiary that is not, and is not required to become, a Credit Party hereunder, provided that such restrictions and conditions apply only to such Restricted Subsidiary, (h) restrictions and conditions imposed by customary provisions in leases, licenses and other agreements restricting the assignment thereof or, in the case of any lease or license, permitting to exist any Lien on the assets leased or licensed thereunder, (i) restrictions on cash or deposits or net worth covenants imposed by customers, suppliers or landlords under agreements entered into in the ordinary course of business, (j) customary restrictions in respect of Intellectual Property contained in licenses or sublicenses of, or other grants of rights to use or exploit, such Intellectual Property, (k) restrictions and conditions contained in any Permitted Revolving Indebtedness Document as in effect on the Closing Date and amendments, modifications, extensions and renewals thereof, provided, in each case, that the scope of any such restriction or condition shall not have been expanded as a result thereof, and (l) restrictions and conditions contained in any agreement or instrument evidencing or governing any Indebtedness permitted by Sections 6.1(i), 6.1(j), 6.1(k), 6.1(l), 6.1(u), 6.1(v) or 6.1(w) to the extent, in the good faith judgment of the Borrower, such restrictions and conditions are on customary market terms for Indebtedness of such type and so long as the Borrower has determined in good faith that such restrictions and conditions would not reasonably be expected to impair in any material respect the ability of the Credit Parties to meet their obligations under the Credit Documents.
Appears in 2 contracts
Sources: Term Credit and Guaranty Agreement (PetIQ, Inc.), Term Credit and Guaranty Agreement (PetIQ, Inc.)
No Further Negative Pledges. Except The Parent Borrower shall not, nor shall it permit any of its Restricted Subsidiaries that are Loan Parties to, enter into any agreement prohibiting in any material respect the creation or assumption of any Lien upon any of its properties (other than Excluded Assets), whether now owned or hereafter acquired, for the benefit of the Secured Parties with respect to the Obligations, except with respect to:
(a) specific property encumbered restrictions relating to secure payment any asset (or all of particular Indebtedness or to be sold the assets) of and/or the Capital Stock of the Parent Borrower and/or any Restricted Subsidiary which are imposed pursuant to an executed agreement entered into in connection with respect to any Disposition or other transfer, lease or license of such asset (or assets) and/or all or a portion of the Capital Stock of the relevant Person that is permitted Disposition, by this Agreement;
(b) restrictions contained in the Loan Documents, any then extant Second Lien Facility, any Incremental Equivalent Debt, any Receivables Facility (limited to the assets securing the Indebtedness arising thereunder) or any Additional Letter of Credit Facility (limited to the assets securing the Indebtedness arising thereunder) (and clause (p) of Section 6.01 to the extent relating to any extension, refinancing, refunding or replacement of any of the foregoing);
(c) restrictions contained in any documentation governing any other Indebtedness permitted by Section 6.01 to the extent such restrictions (1)(x) are, taken as a whole, in the good-faith judgment of the Parent Borrower, not materially more restrictive as concerning the Parent Borrower or any Restricted Subsidiary than customary market terms for Indebtedness of such type or (y) are not materially more restrictive, taken as a whole, than the restrictions contained in this Agreement (as determined by the Parent Borrower in good faith) and (2) will not materially impair the Parent Borrower’s obligation or ability to make any payments required hereunder (as determined by the Parent Borrower in good faith);
(d) restrictions by reason of customary provisions restricting assignments, subletting or other transfers (including the granting of any Lien) contained in leases, licenses subleases, licenses, sublicenses, asset sale agreements and similar other agreements entered into in the ordinary course of business (provided that such restrictions are limited to the relevant leases, subleases, licenses, sublicenses, asset sale or other agreements and/or the property or assets secured by such Liens or the property or assets subject to such leases, licenses subleases, licenses, sublicenses, asset sale or similar other agreements, as the case may be), ;
(ce) restrictions identified on Schedule 6.3, (d) Permitted Liens and restrictions in the agreements relating thereto that limit the right of the Parent Borrower or any of its Restricted Subsidiaries to Dispose of or encumber the assets subject to such Liens;
(f) provisions limiting the Disposition, distribution or encumbrance of assets or property in joint venture agreements, sale and lease-back agreements, stock sale agreements and other similar agreements, which limitation is applicable only to the assets that are the subject of such agreements (or the Persons the Capital Stock of which is the subject of such agreement (or document any “shell company” parent with respect thereto));
(g) any encumbrance or restriction assumed in effect at connection with an acquisition of the time property or Capital Stock of any Person becomes a Subsidiary of HoldingsPerson, so long as such encumbrance or restriction relates solely to the Person and its subsidiaries (including the Capital Stock of the relevant Person or Persons) and/or property so acquired (or to the Person or Persons (and its or their subsidiaries) bound thereby) and was not created solely in connection with or in anticipation of such acquisition;
(h) restrictions imposed by customary provisions in partnership agreements, limited liability company organizational governance documents, joint venture agreements and other similar agreements that restrict the transfer of the assets of, or ownership interests in, the relevant partnership, limited liability company, joint venture or any similar Person (or any “shell company” parent with respect thereto);
(i) restrictions on Cash or other deposits permitted under Section 6.02 and/or 6.06 and any net worth or similar requirements, including such restrictions or requirements imposed by Persons under contracts entered into in the ordinary course of business or for whose benefit such Cash or other deposits or net worth or similar requirements exist;
(j) restrictions (i) set forth in documents which exist on the Amendment No. 8 Effective or (ii) which are contemplated as of the Amendment No. 8 Effective Date and, in the case of this clause (ii), as set forth on Schedule 6.03;
(k) restrictions contained in documents governing Indebtedness of any Restricted Subsidiary that is not a Loan Party permitted hereunder;
(l) restrictions in Indebtedness permitted by Section 6.01 that is secured by a Permitted Lien if the relevant restriction applies only to the Persons obligated under such Indebtedness and its Restricted Subsidiaries or the assets intended to secure such Indebtedness;
(m) provisions restricting the granting of a security interest in IP Rights contained in licenses, sublicenses or cross-licenses by the Parent Borrower and its Restricted Subsidiaries of such IP Rights, which licenses, sublicenses and cross-licenses were entered into in the ordinary course of business (in which case such restriction shall relate only to such IP Rights);
(n) restrictions arising under or as a result of applicable Requirements of Law or the terms of any license, authorization, concession or permit issued or granted by a Governmental Authority;
(o) restrictions with respect to a Restricted Subsidiary that was previously an Unrestricted Subsidiary, pursuant to or by reason of an agreement that such Restricted Subsidiary is a party to or entered into before the date on which such Subsidiary became a Restricted Subsidiary; provided that such agreement was not entered into in contemplation anticipation of an Unrestricted Subsidiary becoming a Restricted Subsidiary and any such restriction does not extend to any assets or property of the Parent Borrower or any other Restricted Subsidiary other than the assets and property of such Person becoming a Subsidiary of Holdings, Subsidiary;
(ep) customary restrictions imposed in connection with any Receivables Facility or similar transaction permitted hereunder;
(q) restrictions contained in joint venture agreementsthe Carlyle Sale/Leaseback Documents or the Carlyle Sale/Leaseback 2014 Documents as in effect on the date of this Agreement, Organizational Documents of Non-Guarantor Subsidiaries and other similar agreements and applicable solely to the assets of such joint ventures and Non-Guarantor Subsidiaries or Equity Interests in such joint ventures or Non-Guarantor Subsidiaries, (f) restrictions contained in any agreement or other instrument of a Person acquired by the Borrower or Excluded Property Transaction Documents and/or any Subsidiary which was in existence at the time of such acquisition (but not created in contemplation thereof or to provide all or documents governing any portion of the funds or credit support utilized to consummate such acquisition other than in connection with the incurrence of Indebtedness of the type contemplated by Section 6.1(r)), which restriction is not applicable to any Person, or the properties or assets of any Person, other than the Person Sale and its Subsidiaries, or the property or assets of the Person and its Subsidiaries, so acquired, (g) prohibitions that apply by reason of any applicable Law, rule, regulation or order or are required by any Governmental Authority having jurisdiction over Holdings or any of its Subsidiaries, (h) restrictions or prohibitions that arise in connection with any Lien permitted by Section 6.2, (i) restrictions relating to secured Indebtedness permitted pursuant to Sections 6.1(e), (h), (i), (j), Lease-Back Transactions; and
(r) and (s)other restrictions or encumbrances imposed by any amendment, modification, restatement, renewal, increase, supplement, refunding, replacement or refinancing of the contracts, instruments or obligations referred to in clauses (a) through (q) above; provided that no such amendment, modification, restatement, renewal, increase, supplement, refunding, replacement or refinancing is, in each casethe good faith judgment of the Parent Borrower, more restrictive with respect to such encumbrances and other restrictions, taken as a whole, than those in effect prior to the extent that such restrictions relevant amendment, modification, restatement, renewal, increase, supplement, refunding, replacement or prohibitions apply only to the property or assets securing such Indebtedness, (j) restrictions and prohibitions under the Credit Documents and (k) cash or other deposits permitted under Section 6.2, no Credit Party nor any of its Subsidiaries shall enter into any agreement prohibiting the creation or assumption of any Lien upon any of its properties or assets, whether now owned or hereafter acquired, to secure the Obligationsrefinancing.
Appears in 2 contracts
Sources: First Lien Credit Agreement (Bowlero Corp.), First Lien Credit Agreement (Bowlero Corp.)
No Further Negative Pledges. Except The Borrowers shall not, nor shall they permit any of their Restricted Subsidiaries to, enter into any agreement prohibiting the creation or assumption of any Lien upon any of its properties, whether now owned or hereafter acquired, for the benefit of the Secured Parties with respect to the Obligations, except with respect to:
(a) specific property encumbered to secure payment of particular Indebtedness or to be sold pursuant to an executed any Disposition permitted by Section 6.07;
(b) restrictions contained in any agreement with respect to Indebtedness permitted by Section 6.01 that is secured by a Permitted Lien, but only if such restrictions apply only to the Person or Persons obligated under such Indebtedness and its or their Restricted Subsidiaries or the property or assets securing such Indebtedness;
(c) restrictions contained in the documentation governing Indebtedness permitted Dispositionby (i) clauses (c), (bd), (j), (m), (n), (q), (t), (u), (w), (x), (y) and/or (z) of Section 6.01 (and clause (p) of Section 6.01 to the extent relating to any refinancing, refunding or replacement of Indebtedness incurred in reliance on clauses (c), (d), (j), (m), (n), (q), (t), (u), (w), (x), (y) and/or (z) of Section 6.01) and (ii) this Agreement if such restrictions or conditions apply only to the property or assets securing such Indebtedness;
(d) restrictions by reason of customary provisions restricting assignments, subletting or other transfers (including the granting of any Lien) contained in leases, licenses subleases, licenses, sublicenses and similar other agreements entered into in the ordinary course of business (provided that such restrictions are limited to the relevant leases, subleases, licenses, sublicenses or other agreements and/or the property or assets secured by such Liens or the property or assets subject to such leases, licenses subleases, licenses, sublicenses or similar other agreements, as the case may be), be);
(ce) restrictions identified on Schedule 6.3, (d) Permitted Liens and restrictions in the agreements relating thereto that limit the right of the Borrowers or any agreement of their Restricted Subsidiaries to Dispose of, or document encumber the assets subject to such Liens;
(f) provisions limiting the Disposition or distribution of assets or property in effect at joint venture agreements, sale- leaseback agreements, stock sale agreements and other similar agreements, which limitation is applicable only to the time assets that are the subject of such agreements (or the Persons the Capital Stock of which is the subject of such agreement);
(g) any Person becomes a Subsidiary encumbrance or restriction assumed in connection with an acquisition of Holdingsthe property or Capital Stock of any Person, so long as such agreement encumbrance or restriction relates solely to the property so acquired (or to the Person or Persons (and its or their subsidiaries) bound thereby) and was not created in connection with or in anticipation of such acquisition;
(h) restrictions imposed by customary provisions in partnership agreements, limited liability company organizational governance documents, joint venture agreements and other similar agreements that restrict the transfer of the assets of, or ownership interests in, the relevant partnership, limited liability company, joint venture or any similar Person;
(i) restrictions on Cash or other deposits imposed by Persons under contracts entered into in contemplation the ordinary course of business or for whose benefit such Person becoming a Subsidiary of HoldingsCash or other deposits exist;
(j) restrictions set forth in documents which exist on the Closing Date;
(k) restrictions set forth in any Loan Document, any Hedge Agreement and/or any agreement relating to any Banking Services Obligation;
(el) restrictions contained in joint venture agreements, Organizational Documents documents governing Indebtedness permitted hereunder of Non-Guarantor Subsidiaries any Restricted Subsidiary that is not a Loan Party;
(m) software and other similar agreements and applicable solely licenses of IP Rights pursuant to which the Lead Borrower or any Restricted Subsidiary is the licensee of the relevant software or IP Rights, as the case may be (in which case, any prohibition or limitation shall relate only to the assets of such joint ventures and Non-Guarantor Subsidiaries or Equity Interests in such joint ventures or Non-Guarantor Subsidiaries, (f) restrictions in any agreement or other instrument of a Person acquired by that are the Borrower or any Subsidiary which was in existence at the time of such acquisition (but not created in contemplation thereof or to provide all or any portion subject of the funds applicable license); and
(n) other restrictions or credit support utilized to consummate such acquisition other than in connection with the incurrence of Indebtedness encumbrances imposed by any amendment, modification, restatement, renewal, increase, supplement, refunding, replacement or refinancing of the type contemplated by Section 6.1(r))contracts, which restriction is not applicable instruments or obligations referred to any Personin clauses (a) through (l) above; provided that no such amendment, modification, restatement, renewal, increase, supplement, refunding, replacement or refinancing is, in the properties or assets of any Person, other than the Person and its Subsidiaries, or the property or assets good faith judgment of the Person Lead Borrower, more restrictive with respect to such encumbrances and its Subsidiariesother restrictions, so acquiredtaken as a whole, (g) prohibitions that apply by reason of any applicable Law, rule, regulation or order or are required by any Governmental Authority having jurisdiction over Holdings or any of its Subsidiaries, (h) restrictions or prohibitions that arise than those in connection with any Lien permitted by Section 6.2, (i) restrictions relating to secured Indebtedness permitted pursuant to Sections 6.1(e), (h), (i), (j), (r) and (s), in each case, effect prior to the extent that such restrictions relevant amendment, modification, restatement, renewal, increase, supplement, refunding, replacement or prohibitions apply only to the property or assets securing such Indebtedness, (j) restrictions and prohibitions under the Credit Documents and (k) cash or other deposits permitted under Section 6.2, no Credit Party nor any of its Subsidiaries shall enter into any agreement prohibiting the creation or assumption of any Lien upon any of its properties or assets, whether now owned or hereafter acquired, to secure the Obligationsrefinancing.
Appears in 2 contracts
Sources: Credit Agreement (SB/RH Holdings, LLC), Credit Agreement (SB/RH Holdings, LLC)
No Further Negative Pledges. Except The Parent Borrower shall not, nor shall it permit any of its Restricted Subsidiaries that are Loan Parties to, enter into any agreement prohibiting in any material respect the creation or assumption of any Lien upon any of its properties (other than Excluded Assets), whether now owned or hereafter acquired, for the benefit of the Secured Parties with respect to the Obligations, except with respect to:
(a) specific property encumbered restrictions relating to secure payment any asset (or all of particular Indebtedness or to be sold the assets) of and/or the Capital Stock of the Parent Borrower and/or any Restricted Subsidiary which are imposed pursuant to an executed agreement entered into in connection with respect any Disposition or other transfer, lease, sub-lease, license, sublicense or cross-license of such asset (or assets) and/or all or a portion of the Capital Stock of the relevant Person that is permitted or not restricted by this Agreement;
(b) restrictions contained in the Loan Documents, any Incremental Equivalent Debt, any Qualified Receivables Facility or any Additional Letter of Credit Facility (and in any Indebtedness permitted under Section 6.01(p) to the extent relating to any extension, refinancing, refunding or replacement of any of the foregoing);
(c) restrictions contained in any documentation governing any Indebtedness permitted by Section 6.01 to the extent such restrictions (x) are, taken as a permitted Dispositionwhole, in the good-faith judgment of the Parent Borrower, not materially more restrictive as concerning the Parent Borrower or any Restricted Subsidiary than customary market terms for Indebtedness of such type, (by) are not materially more restrictive, taken as a whole, than the restrictions contained in this Agreement (as determined by the Parent Borrower in good faith) or (z) will not materially impair the Borrowers’ obligation or ability to make any payments required hereunder (as determined by the Parent Borrower in good faith);
(d) restrictions by reason of customary provisions restricting assignments, subletting subletting, licensing, sublicensing, cross-licensing or other transfers (including the granting of any Lien) contained in leases, licenses and similar subleases, licenses, sublicenses, cross-licenses, joint venture agreements, asset sale agreements, trading, netting, operating, construction, service, supply, purchase, sale or other agreements entered into in the ordinary course of business (each of the foregoing, a “Covered Agreement”) (provided that such restrictions are limited to the relevant Covered Agreement and/or the property or assets secured by such Liens or the property or assets subject to such leasesCovered Agreement);
(e) Permitted Liens and restrictions in the agreements relating thereto that limit the right of the Parent Borrower or any of its Restricted Subsidiaries to Dispose of or encumber the assets subject to such Liens;
(f) provisions limiting the Disposition, licenses distribution or encumbrance of assets or property in joint venture agreements, sale and lease-back agreements, stock sale agreements and other similar agreements, as which limitation is applicable only to the case may beassets that are the subject of such agreements (or the Persons the Capital Stock of which is the subject of such agreement (or any “shell company” parent with respect thereto), );
(cg) restrictions identified on Schedule 6.3, (d) restrictions any encumbrance or restriction assumed in connection with an acquisition of the property or Capital Stock of any agreement or document in effect at the time any Person becomes a Subsidiary of HoldingsPerson, so long as such encumbrance or restriction relates solely to the Person and its subsidiaries (including the Capital Stock of the relevant Person or Persons) and/or property so acquired (or to the Person or Persons (and its or their subsidiaries) bound thereby) and was not created solely in connection with or in anticipation of such acquisition;
(h) restrictions imposed by customary provisions in partnership agreements, limited liability company organizational governance documents, joint venture agreements and other similar agreements (i) relating to the transfer of the assets of, or ownership interests in, the relevant partnership, limited liability company, joint venture or any similar Person (or any “shell company” parent with respect thereto), (ii) relating to such joint venture or its members and/or (iii) otherwise entered into in the ordinary course of business;
(i) restrictions on Cash or other deposits and any net worth or similar requirements, including such restrictions or requirements imposed by Persons under contracts entered into in the ordinary course of business or for whose benefit such Cash or other deposits or net worth requirements exist;
(j) restrictions (i) set forth in documents which exist on the Closing Date or (ii) which are contemplated as of the Closing Date and, in the case of this clause (ii), set forth on Schedule 6.03;
(k) restrictions contained in documents governing Indebtedness of any Restricted Subsidiary that is not a Loan Party permitted hereunder;
(l) restrictions in Indebtedness permitted by Section 6.01 that is secured by a Permitted Lien if the relevant restriction applies only to the Persons obligated under such Indebtedness and its Restricted Subsidiaries or the assets intended to secure such Indebtedness;
(m) provisions restricting the granting of a security interest in IP Rights contained in licenses, sublicenses or cross-licenses by the Parent Borrower and its Restricted Subsidiaries of such IP Rights, which licenses, sublicenses and cross-licenses were entered into in the ordinary course of business (in which case such restriction shall relate only to such IP Rights);
(n) restrictions arising under or as a result of applicable Requirements of Law or the terms of any license, authorization, concession or permit issued or granted by a Governmental Authority;
(o) restrictions with respect to a Restricted Subsidiary that was previously an Unrestricted Subsidiary, pursuant to or by reason of an agreement that such Restricted Subsidiary is a party to or entered into before the date on which such Subsidiary became a Restricted Subsidiary; provided that such agreement was not entered into in contemplation anticipation of an Unrestricted Subsidiary becoming a Restricted Subsidiary and any such restriction does not extend to any assets or property of the Parent Borrower or any other Restricted Subsidiary other than the assets and property of such Person becoming a Subsidiary of Holdings, Subsidiary;
(ep) restrictions contained imposed in joint venture agreements, Organizational Documents of Non-Guarantor Subsidiaries and other connection with any Qualified Receivables Facility or similar agreements and applicable solely to the assets of such joint ventures and Non-Guarantor Subsidiaries or Equity Interests in such joint ventures or Non-Guarantor Subsidiaries, transaction permitted hereunder;
(fq) restrictions in any Hedge Agreement and/or any agreement or other instrument of a Person acquired by the Borrower or any Subsidiary which was in existence at the time of such acquisition (but not created in contemplation thereof or to provide all or any portion of the funds or credit support utilized to consummate such acquisition other than in connection with the incurrence of Indebtedness of the type contemplated by Section 6.1(r)), which restriction is not applicable to any Person, or the properties or assets of any Person, other than the Person and its Subsidiaries, or the property or assets of the Person and its Subsidiaries, so acquired, (g) prohibitions that apply by reason of any applicable Law, rule, regulation or order or are required by any Governmental Authority having jurisdiction over Holdings or any of its Subsidiaries, (h) restrictions or prohibitions that arise in connection with any Lien permitted by Section 6.2, (i) restrictions relating to secured Indebtedness permitted pursuant to Sections 6.1(e), (h), (i), (j), Banking Services; and
(r) and (s)other restrictions or encumbrances imposed by any amendment, modification, restatement, renewal, increase, supplement, refunding, replacement or refinancing of the contracts, instruments or obligations referred to in the preceding clauses of this Section; provided that no such amendment, modification, restatement, renewal, increase, supplement, refunding, replacement or refinancing is, in each casethe good faith judgment of the Parent Borrower, materially more restrictive with respect to such encumbrances and other restrictions, taken as a whole, than those in effect prior to the extent that such restrictions relevant amendment, modification, restatement, renewal, increase, supplement, refunding, replacement or prohibitions apply only to the property or assets securing such Indebtedness, (j) restrictions and prohibitions under the Credit Documents and (k) cash or other deposits permitted under Section 6.2, no Credit Party nor any of its Subsidiaries shall enter into any agreement prohibiting the creation or assumption of any Lien upon any of its properties or assets, whether now owned or hereafter acquired, to secure the Obligationsrefinancing.
Appears in 2 contracts
Sources: Credit Agreement (Ryman Hospitality Properties, Inc.), Credit Agreement (Ryman Hospitality Properties, Inc.)
No Further Negative Pledges. Except with respect The Credit Parties will not, and will not permit any Subsidiary to, directly or indirectly, enter into, incur or permit to (a) specific property encumbered to secure payment of particular Indebtedness or to be sold pursuant to an executed agreement with respect to a permitted Disposition, (b) restrictions by reason of customary provisions restricting assignments, subletting or other transfers contained in leases, licenses and similar agreements entered into in the ordinary course of business (provided that such restrictions are limited to the property or assets secured by such Liens or the property or assets subject to such leases, licenses or similar agreements, as the case may be), (c) restrictions identified on Schedule 6.3, (d) restrictions in any agreement or document in effect at the time any Person becomes a Subsidiary of Holdings, so long as such agreement was not entered into in contemplation of such Person becoming a Subsidiary of Holdings, (e) restrictions contained in joint venture agreements, Organizational Documents of Non-Guarantor Subsidiaries and other similar agreements and applicable solely to the assets of such joint ventures and Non-Guarantor Subsidiaries or Equity Interests in such joint ventures or Non-Guarantor Subsidiaries, (f) restrictions in exist any agreement or other instrument arrangement that prohibits, restrict or imposes any condition upon the ability of a Person acquired by the Borrower or any Subsidiary which was in existence at the time of such acquisition (but not created in contemplation thereof to create, incur or permit to provide all or any portion of the funds or credit support utilized to consummate such acquisition other than in connection with the incurrence of Indebtedness of the type contemplated by Section 6.1(r)), which restriction is not applicable to any Person, or the properties or assets of any Person, other than the Person and its Subsidiaries, or the property or assets of the Person and its Subsidiaries, so acquired, (g) prohibitions that apply by reason of any applicable Law, rule, regulation or order or are required by any Governmental Authority having jurisdiction over Holdings or any of its Subsidiaries, (h) restrictions or prohibitions that arise in connection with any Lien permitted by Section 6.2, (i) restrictions relating to secured Indebtedness permitted pursuant to Sections 6.1(e), (h), (i), (j), (r) and (s), in each case, to the extent that such restrictions or prohibitions apply only to the property or assets securing such Indebtedness, (j) restrictions and prohibitions under the Credit Documents and (k) cash or other deposits permitted under Section 6.2, no Credit Party nor any of its Subsidiaries shall enter into any agreement prohibiting the creation or assumption of exist any Lien upon any of its properties or assets, whether now owned or hereafter acquired, to secure any Obligations; provided that the Obligationsforegoing shall not apply to (a) restrictions and conditions imposed by law, or by any rule, regulation or order of any Governmental Authority, or by any Credit Document, (b) restrictions and conditions existing on the date hereof identified on Schedule 6.3 (but shall apply to any extension or renewal of, or any amendment or modification expanding the scope of, any such restriction or condition), (c) in the case of any Subsidiary that is not a Wholly-Owned Subsidiary, restrictions and conditions imposed by its Organizational Documents or any related joint venture, stockholder or similar agreement; provided that such restrictions and conditions apply only to such Subsidiary and to any Equity Interests in such Subsidiary, (d) restrictions or conditions imposed by any agreement relating to secured Indebtedness permitted by Section 6.1(a)(vi) or 6.1(a)(vii) if such restrictions or conditions apply only to the assets securing such Indebtedness, (e) restrictions or conditions imposed by customary provisions in leases and other agreements restricting the assignment thereof, (f) restrictions on cash or other deposits with customers under contracts entered into in the ordinary course of business, (g) restrictions under Contractual Obligations that are binding on a Person that becomes a Subsidiary after the date hereof to the extent such restrictions are in effect at the time such Person becomes a Subsidiary and are not created in contemplation thereof, and (i) restrictions under Contractual Obligations in connection with any disposition permitted by Section 6.8 to the extent such restrictions apply only to the assets to be disposed of.
Appears in 2 contracts
Sources: Credit and Guarantee Agreement (Telx Group, Inc.), Credit and Guarantee Agreement (Telx Group, Inc.)
No Further Negative Pledges. Except with respect The Credit Parties will not, nor will they permit any Domestic Subsidiary to, enter into, assume or become subject to any agreement prohibiting or otherwise restricting the creation or assumption of any Lien (including the requirement for an equal and ratable Lien) upon any of their properties or assets, whether now owned or hereafter acquired, except (a) specific property encumbered to secure payment of particular Indebtedness or to be sold pursuant to an executed agreement with respect to a permitted Disposition, this Credit Agreement and the other Credit Documents (b) restrictions by reason of pursuant to any document or instrument governing Indebtedness incurred pursuant to Section 6.1(c); provided that any such restriction contained therein relates only to the asset or assets constructed or acquired in connection therewith, (c) so long as the Liens granted pursuant to the Security Documents are not prohibited thereby, (i) customary anti-assignment provisions restricting assignments, subletting or other transfers contained in leases, licenses leases and similar licensing agreements entered into in the ordinary course of business or contained in any contract not a Material Contract, (provided that such ii) restrictions are limited imposed by law, (iii) customary restrictions contained in agreements relating to the property or assets secured by such Liens or the property or assets subject to such leases, licenses or similar agreements, as the case may be), (c) restrictions identified on Schedule 6.3, (d) restrictions in any agreement or document in effect at the time any Person becomes sale of a Subsidiary of Holdingsthe Borrower (or all or substantially all of the assets thereof) pending such sale, so long as such agreement was not entered into in contemplation of restrictions and conditions apply only to such Person becoming a Subsidiary of Holdingsand such sale is permitted hereunder, (eiv) restrictions contained in joint venture agreements, Organizational Documents of Non-Guarantor Subsidiaries and other similar agreements and applicable solely to the assets of such joint ventures and Non-Guarantor Subsidiaries or Equity Interests in such joint ventures or Non-Guarantor Subsidiaries, (f) restrictions in imposed by any agreement or other instrument of a Person acquired by the Borrower or any Subsidiary which was in existence at the time of such acquisition (but not created in contemplation thereof or to provide all or any portion of the funds or credit support utilized to consummate such acquisition other than in connection with the incurrence of Indebtedness of the type contemplated by Section 6.1(r)), which restriction is not applicable to any Person, or the properties or assets of any Person, other than the Person and its Subsidiaries, or the property or assets of the Person and its Subsidiaries, so acquired, (g) prohibitions that apply by reason of any applicable Law, rule, regulation or order or are required by any Governmental Authority having jurisdiction over Holdings or any of its Subsidiaries, (h) restrictions or prohibitions that arise in connection with any Lien permitted by Section 6.2, (i) restrictions relating to secured Indebtedness permitted pursuant to Sections 6.1(e), (h), (i), (j), (r) and (s), in each case, to the extent that by this Credit Agreement if such restrictions or prohibitions apply only to the property or assets securing such Indebtedness, (jv) restrictions and prohibitions under agreements with respect to Foreign Subsidiaries so long as any liability thereunder is non-recourse to any Credit Party, (vi) agreements with respect to joint ventures so long as any liability thereunder is non-recourse to the Credit Documents Parties except to the extent of such Person's ownership interest in the joint venture, (vii) pursuant to the Senior Note Purchase Documents, and (kd) cash in connection with any Permitted Lien or other deposits permitted under Section 6.2, no Credit Party nor any of its Subsidiaries shall enter into document or instrument governing any agreement prohibiting Permitted Lien; provided that any such restriction contained therein relates only to the creation asset or assumption of any Lien upon any of its properties or assets, whether now owned or hereafter acquired, assets subject to secure the Obligationssuch Permitted Lien.
Appears in 2 contracts
Sources: Credit Agreement (Belden Inc.), Credit Agreement (Belden CDT Inc.)
No Further Negative Pledges. Except The Lead Borrower shall not, nor shall it permit any of its Restricted Subsidiaries to, enter into any agreement prohibiting the creation or assumption of any Lien upon any Collateral, whether now owned or hereafter acquired, for the benefit of the Secured Parties with respect to the Obligations, except with respect to:
(a) specific property encumbered to secure payment of particular Indebtedness or to be sold pursuant to an executed any Disposition permitted by Section 6.07;
(b) restrictions contained in any agreement with respect to Indebtedness permitted by Section 6.01 that is secured by a Permitted Lien, but only if such restrictions apply only to the Person or Persons obligated under such Indebtedness and its or their Restricted Subsidiaries or the property or assets securing such Indebtedness;
(c) restrictions contained in any Term Facility and the documentation governing Indebtedness permitted Dispositionby clauses (i), (bj), (m), (n), (p), (q), (u), (w), (x), (z) and/or (ii) of Section 6.01, in each case, to the extent such restriction does not restrict the Secured Obligations from being secured by assets that constitute Collateral;
(d) restrictions by reason of customary provisions restricting assignments, subletting or other transfers (including the granting of any Lien) contained in leases, licenses subleases, licenses, sublicenses and similar other agreements entered into in the ordinary course of business (provided that such restrictions are limited to the relevant leases, subleases, licenses, sublicenses or other agreements and/or the property or assets secured by such Liens or the property or assets subject to such leases, licenses subleases, licenses, sublicenses or similar other agreements, as the case may be), ;
(ce) restrictions identified on Schedule 6.3, (d) Permitted Liens and restrictions in the agreements relating thereto that limit the right of the Lead Borrower or any agreement of its Restricted Subsidiaries to Dispose of, or document encumber the assets subject to such Liens;
(f) provisions limiting the Disposition or distribution of assets or property in effect at joint venture agreements, sale-leaseback agreements, stock sale agreements and other similar agreements, which limitation is applicable only to the time assets that are the subject of such agreements (or the Persons the Capital Stock of which is the subject of such agreement);
(g) any Person becomes a Subsidiary encumbrance or restriction assumed in connection with an acquisition of Holdingsthe property or Capital Stock of any Person, so long as such agreement encumbrance or restriction relates solely to the property so acquired (or to the Person or Persons (and its or their subsidiaries) bound thereby) and was not created in connection with or in anticipation of such acquisition;
(h) restrictions imposed by customary provisions in partnership agreements, limited liability company organizational governance documents, joint venture agreements and other similar agreements that restrict the transfer of the assets of, or ownership interests in, the relevant partnership, limited liability company, joint venture or any similar Person;
(i) restrictions on Cash or other deposits imposed by Persons under contracts entered into in contemplation the ordinary course of business or for whose benefit such Person becoming a Subsidiary of HoldingsCash or other deposits exist;
(j) restrictions set forth in documents which exist on the Closing Date;
(k) restrictions set forth in any Loan Document, any Hedge Agreement and/or any agreement relating to any Banking Services Obligation;
(el) restrictions contained in joint venture agreements, Organizational Documents documents governing Indebtedness permitted hereunder of Non-Guarantor Subsidiaries and other similar agreements and applicable solely to the assets of such joint ventures and Non-Guarantor Subsidiaries or Equity Interests in such joint ventures or Non-Guarantor Subsidiaries, any Restricted Subsidiary that is not a Loan Party;
(fm) restrictions in on any agreement asset (or other instrument all of a Person acquired by the assets) of and/or the Capital Stock of the Lead Borrower or and/or any Restricted Subsidiary which was in existence at the time of such acquisition (but not created in contemplation thereof or is imposed pursuant to provide all or any portion of the funds or credit support utilized to consummate such acquisition other than in connection with the incurrence of Indebtedness of the type contemplated by Section 6.1(r)), which restriction is not applicable to any Person, or the properties or assets of any Person, other than the Person and its Subsidiaries, or the property or assets of the Person and its Subsidiaries, so acquired, (g) prohibitions that apply by reason of any applicable Law, rule, regulation or order or are required by any Governmental Authority having jurisdiction over Holdings or any of its Subsidiaries, (h) restrictions or prohibitions that arise an agreement entered into in connection with any Lien Disposition of such asset (or assets) and/or all or a portion of the Capital Stock of the relevant Person that is permitted or not restricted by Section 6.2, this Agreement;
(in) restrictions set forth in any agreement relating to secured Indebtedness permitted pursuant any Permitted Lien that limits the right of the Lead Borrower or any Restricted Subsidiary to Sections 6.1(e)Dispose of or encumber the assets subject thereto;
(o) restrictions contained in any agreement with respect to any NMTC Transaction; and
(p) restrictions or encumbrances imposed by any amendment, modification, restatement, renewal, increase, supplement, refunding, replacement or refinancing of the contracts, instruments or obligations referred to in clauses (h)a) through (o) above; provided that no such amendment, (i)modification, (j)restatement, (r) and (s)renewal, increase, supplement, refunding, replacement or refinancing is, in each casethe good faith judgment of the Lead Borrower, more restrictive with respect to such encumbrances and other restrictions, taken as a whole, than those in effect prior to the extent that such restrictions relevant amendment, modification, restatement, renewal, increase, supplement, refunding, replacement or prohibitions apply only to the property or assets securing such Indebtedness, (j) restrictions and prohibitions under the Credit Documents and (k) cash or other deposits permitted under Section 6.2, no Credit Party nor any of its Subsidiaries shall enter into any agreement prohibiting the creation or assumption of any Lien upon any of its properties or assets, whether now owned or hereafter acquired, to secure the Obligationsrefinancing.
Appears in 2 contracts
Sources: Fifth Amendment Agreement (Ecovyst Inc.), Abl Credit Agreement (Ecovyst Inc.)
No Further Negative Pledges. Except with respect to (a) specific property encumbered to secure payment of particular Indebtedness or to be sold pursuant to an executed agreement with respect to a an Asset Sale permitted Dispositionunder Section 6.9, (b) restrictions by reason of customary provisions restricting assignments, Liens, subletting or other transfers contained in leases, licenses and similar agreements entered into in the ordinary course of business (provided that such restrictions are limited to the property or assets secured by such Liens or the property or assets subject to such leases, licenses or similar agreements, as the case may be), (c) restrictions identified on Schedule 6.3, (d) restrictions in any agreement or document in effect at the time any Person becomes a Subsidiary of Holdings, so long as such agreement was not entered into in contemplation of such Person becoming a Subsidiary of Holdings, (e) restrictions contained in joint venture agreements, Organizational Documents of Non-Guarantor Subsidiaries and other similar agreements and applicable solely to the assets of such joint ventures and Non-Guarantor Subsidiaries or Equity Interests in such joint ventures or Non-Guarantor Subsidiaries, (f) restrictions in under any agreement or other instrument of a Person acquired by the Borrower or any Subsidiary which merged, amalgamated or consolidated with or into Loan Party that was in existence at the time of such acquisition (but or at the time it merges with or into any Loan Party in connection with the acquisition of assets from such Person (but, in each case, not created in contemplation thereof or to provide all or any portion of the funds or credit support utilized to consummate such acquisition other than in connection with the incurrence of Indebtedness of the type contemplated by Section 6.1(rthereof)), which encumbrance or restriction is not applicable to any Person, or the properties or assets of any Person, other than the Person and its SubsidiariesPerson, or the property or assets of the Person and its SubsidiariesPerson, so acquiredacquired or designation, (d) restrictions on cash or other deposits or net worth imposed by customers under commercial contracts entered into in the ordinary course of business, (e) [reserved], (f) customary provisions in joint venture agreements or arrangements and other similar agreements or arrangements relating solely to the applicable joint venture, (g) prohibitions that apply by reason of any applicable Law, rule, regulation encumbrance or order or are required by any Governmental Authority having jurisdiction over Holdings or any of its Subsidiaries, restriction contained in Indebtedness otherwise permitted to be incurred hereunder and (h) any encumbrances or restrictions of the type referred to in the immediately preceding clauses (a) through (g) above imposed by any amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or prohibitions that arise in connection with any Lien permitted by Section 6.2refinancings of the contracts, instruments or obligations referred to such immediately preceding clauses (ia) restrictions relating to secured Indebtedness permitted pursuant to Sections 6.1(e), through (h)) above; provided that such encumbrances and restrictions contained in any such amendment, (i)modification, (j)restatement, (r) and (s)renewal, increase, supplement, refunding, replacement or refinancing are, in each casethe good faith judgment of the Borrower, not materially more restrictive, taken as a whole, than the encumbrances and restrictions prior to the extent that such restrictions amendment, modification, restatement, renewal, increase, supplement, refunding, replacement or prohibitions apply only to the property or assets securing such Indebtedness, (j) restrictions and prohibitions under the Credit Documents and (k) cash or other deposits permitted under Section 6.2refinancing, no Credit Loan Party nor any of its Borrower’s Subsidiaries shall enter into any agreement prohibiting the creation or assumption of any Lien upon any of its properties or assets, whether now owned or hereafter acquired, to secure the Obligations.
Appears in 2 contracts
Sources: Financing Agreement (Arrowhead Pharmaceuticals, Inc.), Financing Agreement (Arrowhead Pharmaceuticals, Inc.)
No Further Negative Pledges. Except with respect to (a) specific property encumbered to secure payment of particular Indebtedness or to be sold pursuant to an executed agreement with respect to a permitted Disposition, (b) restrictions by reason of customary provisions restricting assignments, subletting or other transfers contained in leases, licenses and similar agreements entered into in the ordinary course of business (provided that such restrictions are limited to the property or assets secured by such Liens or the property or assets subject to such leases, licenses or similar agreements, as the case may be), (c) restrictions identified on Schedule 6.3, (d) restrictions in any agreement or document in effect at the time any Person becomes a Subsidiary of Holdings, so long as such agreement was not entered into in contemplation of such Person becoming a Subsidiary of Holdings, (e) restrictions contained in joint venture agreements, Organizational Documents of Non-Guarantor Subsidiaries and other similar agreements and applicable solely to the assets of such joint ventures and Non-Guarantor Subsidiaries or Equity Interests in such joint ventures or Non-Guarantor Subsidiaries, (f) restrictions in any agreement or other instrument of a Person acquired by the Borrower or any Subsidiary which was in existence at the time of such acquisition (but not created in contemplation thereof or to provide all or any portion of the funds or credit support utilized to consummate such acquisition other than in connection with the incurrence of Indebtedness of the type contemplated by Section 6.1(r)), which restriction is not applicable to any Person, or the properties or assets of any Person, other than the Person and its Subsidiaries, or the property or assets of the Person and its Subsidiaries, so acquired, (g) prohibitions that apply by reason of any applicable Law, rule, regulation or order or are required by any Governmental Authority having jurisdiction over Holdings or any of its Subsidiaries, (h) restrictions or prohibitions that arise in connection with any Lien permitted by Section 6.2, (i) restrictions relating to secured Indebtedness permitted pursuant to Sections 6.1(e), (h), (i), (j), (r) and (s), in each case, to the extent that such restrictions or prohibitions apply only to the property or assets securing such Indebtedness, (j) restrictions and prohibitions under the Credit Documents and (k) cash or other deposits permitted under Section 6.2, no Credit Party Neither Company nor any of its Subsidiaries shall enter into any agreement (other than this Agreement, the Loan Documents and the CPIH Term Loan Documents) on or after the Closing Date prohibiting the creation or assumption of any Lien upon any of its properties or assets, whether now owned or hereafter acquired, except with respect to (i) specific property encumbered by a Lien permitted hereunder to secure payment of particular Indebtedness permitted to be incurred under subsection 6.1(vii) (but only to the Obligationsextent that the Indebtedness being refinanced was subject to a negative pledge on the same assets), or by a Lien permitted under subsection 6.2A(v), 6.2A(vi), 6.2A(vii) or 6.2A(ix), or by a Lien permitted under subsection 6.2A(x) to the extent such Lien secures obligations incurred to finance the acquisition of such specific property, (ii) specific property to be sold pursuant to an executed agreement with respect to an Asset Sale which is permitted hereunder, (iii) specific property that is leased pursuant to a lease permitted hereunder, and (iv) provisions in the principal lease, service and operating agreements pertaining to Projects, or the partnership and financing agreements relating to Projects, so long as in each case such lease, service, operating, partnership or financing agreement is an extension, renewal or replacement of such agreement in effect as of the Closing Date, is otherwise permitted to be entered into hereunder and contains no more restrictive provisions relating to prohibiting the creation or assumption of any Lien upon the properties or assets of the relevant Subsidiary than the lease, service, operating, partnership or financing agreement so extended, renewed or replaced.
Appears in 2 contracts
Sources: Credit Agreement (Danielson Holding Corp), Credit Agreement (Covanta Energy Corp)
No Further Negative Pledges. Except with respect Neither the Borrower nor any Restricted Subsidiary will, directly or indirectly, enter into, incur or permit to (a) specific property encumbered to secure payment of particular Indebtedness or to be sold pursuant to an executed agreement with respect to a permitted Disposition, (b) restrictions by reason of customary provisions restricting assignments, subletting or other transfers contained in leases, licenses and similar agreements entered into in the ordinary course of business (provided that such restrictions are limited to the property or assets secured by such Liens or the property or assets subject to such leases, licenses or similar agreements, as the case may be), (c) restrictions identified on Schedule 6.3, (d) restrictions in any agreement or document in effect at the time any Person becomes a Subsidiary of Holdings, so long as such agreement was not entered into in contemplation of such Person becoming a Subsidiary of Holdings, (e) restrictions contained in joint venture agreements, Organizational Documents of Non-Guarantor Subsidiaries and other similar agreements and applicable solely to the assets of such joint ventures and Non-Guarantor Subsidiaries or Equity Interests in such joint ventures or Non-Guarantor Subsidiaries, (f) restrictions in exist any agreement or other instrument arrangement that prohibits, restricts or imposes any condition upon the ability of a Person acquired by the Borrower or any Restricted Subsidiary which was in existence at the time of such acquisition (but not created in contemplation thereof to create, incur or permit to provide all or any portion of the funds or credit support utilized to consummate such acquisition other than in connection with the incurrence of Indebtedness of the type contemplated by Section 6.1(r)), which restriction is not applicable to any Person, or the properties or assets of any Person, other than the Person and its Subsidiaries, or the property or assets of the Person and its Subsidiaries, so acquired, (g) prohibitions that apply by reason of any applicable Law, rule, regulation or order or are required by any Governmental Authority having jurisdiction over Holdings or any of its Subsidiaries, (h) restrictions or prohibitions that arise in connection with any Lien permitted by Section 6.2, (i) restrictions relating to secured Indebtedness permitted pursuant to Sections 6.1(e), (h), (i), (j), (r) and (s), in each case, to the extent that such restrictions or prohibitions apply only to the property or assets securing such Indebtedness, (j) restrictions and prohibitions under the Credit Documents and (k) cash or other deposits permitted under Section 6.2, no Credit Party nor any of its Subsidiaries shall enter into any agreement prohibiting the creation or assumption of exist any Lien upon any of its properties or assets, whether now owned or hereafter acquired, to secure any Obligations; provided that the Obligationsforegoing shall not apply to (a) restrictions and conditions imposed by law or by any Credit Document, (b) restrictions and conditions existing on the Closing Date identified on Schedule 6.3, and amendments, modifications, extensions and renewals thereof (including any such extension or renewal arising as a result of an extension, renewal or refinancing of any Indebtedness containing such restriction or condition), provided, in each case, that the scope of any such restriction or condition shall not have been expanded as a result thereof, (c) in the case of (i) any Restricted Subsidiary that is not a wholly-owned Restricted Subsidiary or (ii) the Equity Interests in any Person that is not a Restricted Subsidiary (including any Unrestricted Subsidiary), restrictions and conditions imposed by the Organizational Documents of such Restricted Subsidiary or such other Person or contained in any related joint venture, shareholders’ or similar agreement or, in the case of clause (ii), in any agreement or instrument relating to Indebtedness of such Person, provided in each case that such restrictions and conditions apply only to such Restricted Subsidiary and to any Equity Interests in such Restricted Subsidiary or to the Equity Interests in such other Person (including any Unrestricted Subsidiary), as applicable, (d) restrictions and conditions imposed by any agreement or document governing secured Indebtedness permitted by this Agreement, provided that such restrictions and conditions apply only to the assets securing such Indebtedness or subject to such Liens and proceeds and products of, and after-acquired property that is affixed or incorporated into, such assets, (e) restrictions and conditions imposed by agreements relating to Indebtedness permitted by Section 6.1(f), provided that such restrictions and conditions apply only to Persons that are permitted under such Section to be obligors in respect of such Indebtedness and are not less favorable to the Lenders than the restrictions and conditions imposed by such Indebtedness (or, in the case of any Refinancing Indebtedness, by the applicable Original Indebtedness) at the time such Indebtedness first became subject to Section 6.1, (f) in connection with the sale of any Equity Interests in a Subsidiary or any other assets, customary restrictions and conditions contained in agreements relating to such sale pending the completion thereof, provided that such restrictions and conditions apply only to the Subsidiary or the other assets to be sold and such sale is permitted under Section 6.8, (g) restrictions and conditions imposed by any agreement or document governing Indebtedness of any Restricted Subsidiary that is not, and is not required to become, a Credit Party hereunder, provided that such restrictions and conditions apply only to such Restricted Subsidiary, (h) restrictions and conditions imposed by customary provisions in leases, licenses and other agreements restricting the assignment thereof or, in the case of any lease or license, permitting to exist any Lien on the assets leased or licensed thereunder, (i) restrictions on cash or deposits or net worth covenants imposed by customers, suppliers or landlords under agreements entered into in the ordinary course of business, (j) customary restrictions in respect of Intellectual Property contained in licenses or sublicenses of, or other grants of rights to use or exploit, such Intellectual Property, (k) restrictions and conditions contained in any Permitted Term Indebtedness as in effect on the Closing Date and amendments, modifications, extensions and renewals thereof, provided, in each case, that the scope of any such restriction or condition shall not have been expanded as a result thereof, (l) restrictions contained in any agreement or instrument in effect at the time any Person becomes a Subsidiary, or any agreement or instrument assumed in connection with any acquisition of assets from any Person, provided that such agreements and instruments were not entered into solely in contemplation of such Person becoming a Subsidiary or of such acquisition of assets from such Person, and amendments, modifications, replacements, renewals or extensions thereof (including any such renewals or extension arising as a result of a renewal, extension or refinancing of any Indebtedness containing such restriction), provided, in each case, that the scope of any such restriction shall not have been expanded as a result thereof, (m) restrictions constituting Permitted Liens and (n) restrictions and conditions contained in any agreement or instrument evidencing or governing any Indebtedness permitted by Section 6.1 to the extent, in the good faith judgment of the Borrower, such restrictions and conditions are on customary market terms for Indebtedness of such type and so long as the Borrower has determined in good faith that such restrictions and conditions would not reasonably be expected to impair in any material respect the ability of the Credit Parties to meet their obligations under the Credit Documents.
Appears in 2 contracts
Sources: Abl Credit and Guaranty Agreement (QualTek Services Inc.), Abl Credit and Guaranty Agreement (QualTek Wireline LLC)
No Further Negative Pledges. Except with respect No Credit Party shall, nor shall it permit any of itsSection 8.3 Subsidiaries to, enter into any Contractual Obligation (other than this Agreement and the other Credit Documents) that limits the ability of the Borrower or any such Subsidiary to create, incur, assume or suffer to exist Liens on property of such Person; provided, however, that this Section 8.3 shall not prohibit (ai) specific any negative pledge incurred or provided in favor of any holder of Indebtedness permitted under Section 8.1(e) solely to the extent any such negative pledge relates to the property encumbered financed by or subject to Permitted Liens securing such Indebtedness, (ii) any Contractual Obligation incurred or provided in favor of any holder of Indebtedness permitted under Section 8.1(l) solely to the extent such Contractual Obligation prohibits the pledge of the Capital Stock of the Borrower to secure payment of particular Indebtedness or to be sold pursuant to an executed agreement with respect to a permitted Dispositionany Indebtedness, (biii) 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, (iv) customary restrictions by reason and conditions contained in any agreement relating to the disposition of any property or assets permitted under Section 8.10 pending the consummation of such disposition, (v) customary provisions restricting assignments, subletting or other transfers contained in leases, licenses licenses, joint venture agreements and similar agreements entered into in the ordinary course of business business, and (vi) any Contractual Obligation (including, without limitation, any negative pledge) incurred or provided that such restrictions are limited to the property or assets secured by such Liens or the property or assets subject to such leases, licenses or similar agreements, as the case may be), (c) restrictions identified on Schedule 6.3, (d) restrictions in favor of any agreement or document in effect at the time any Person becomes a Subsidiary of Holdings, so long as such agreement was not entered into in contemplation of such Person becoming a Subsidiary of Holdings, (e) restrictions contained in joint venture agreements, Organizational Documents of Non-Guarantor Subsidiaries and other similar agreements and applicable solely to the assets of such joint ventures and Non-Guarantor Subsidiaries or Equity Interests in such joint ventures or Non-Guarantor Subsidiaries, (f) restrictions in any agreement or other instrument of a Person acquired by the Borrower or any Subsidiary which was in existence at the time of such acquisition (but not created in contemplation thereof or to provide all or any portion of the funds or credit support utilized to consummate such acquisition other than in connection with the incurrence holder of Indebtedness of the type contemplated by Section 6.1(r)), which restriction is not applicable to any Person, or the properties or assets of any Person, other than the Person and its Subsidiaries, or the property or assets of the Person and its Subsidiaries, so acquired, (g) prohibitions that apply by reason of any applicable Law, rule, regulation or order or are required by any Governmental Authority having jurisdiction over Holdings or any of its Subsidiaries, (h) restrictions or prohibitions that arise in connection with any Lien permitted by Section 6.2, (i) restrictions relating to secured Indebtedness permitted pursuant to Sections 6.1(e), (h), (i), (j), (r) and (s), in each case, to the extent that such restrictions or prohibitions apply only to the property or assets securing such Indebtedness, (j) restrictions and prohibitions under the Credit Documents and (k) cash or other deposits permitted under Section 6.28.1(k). Restricted Payments. Declare or make, no Credit Party nor directly or indirectly, any of its Subsidiaries shall enter into RestrictedSection 8.4 Payment, or incur any agreement prohibiting the creation obligation (contingent or assumption of any Lien upon any of its properties or assetsotherwise) to do so, whether now owned or hereafter acquired, to secure the Obligations.except that: 110
Appears in 2 contracts
Sources: Credit Agreement (Healthpeak Properties, Inc.), Credit Agreement (Physicians Realty Trust)
No Further Negative Pledges. Except with respect to (a) this Agreement and the other Loan Documents, (b) specific property encumbered to secure payment of particular Indebtedness that is permitted to be incurred and secured under this Agreement or to be sold pursuant to an executed agreement with respect to a sale of assets permitted Dispositionhereunder, (bc) restrictions by reason of customary provisions restricting assignments, subletting or other transfers contained in leases, licenses and similar agreements entered into in the ordinary course of business (provided that such restrictions are limited to the property or assets secured by such Liens or the property or assets subject to such leases, licenses or similar agreements, as the case may be), (c) restrictions identified on Schedule 6.3, (d) restrictions by reason of customary provisions restricting assignments, subservicing, subcontracting or other transfers contained in any agreement Servicing Agreements (provided that such restrictions are limited to the individual Servicing Agreement and related agreements or document in effect at the time any Person becomes a Subsidiary of Holdingsproperty and/or assets subject to such agreements, so long as such agreement was not entered into in contemplation of such Person becoming a Subsidiary of Holdingsthe case may be), (e) restrictions contained in joint venture agreements, Organizational Documents of Non-Guarantor Subsidiaries and other similar agreements and applicable solely to the assets of such joint ventures and Non-Guarantor Subsidiaries or Equity Interests in such joint ventures or Non-Guarantor Subsidiaries, (f) restrictions set forth in any agreement or other instrument governing Junior Indebtedness that are, taken as a whole, in the good faith judgment of a Person acquired by the Borrower, no more restrictive with respect to the Borrower or any Subsidiary which was in existence at the time than customary market terms for Indebtedness of such acquisition type (but not created and, in contemplation thereof or to provide all or any portion of event, are no more restrictive than the funds or credit support utilized to consummate such acquisition other than restrictions in connection with the incurrence of Indebtedness of the type contemplated by Section 6.1(r)this Agreement), which restriction is so long as the Borrower shall have determined in good faith that such restrictions will not applicable affect its obligation or ability to make any Personpayments required hereunder and (f) restrictions by reason of customary provisions restricting liens, assignments, subservicing, subcontracting or other transfers contained in agreements with any Specified Government Entity relating to the properties or assets origination, sale, securitization and servicing of any Person, other than mortgage loans (provided that such restrictions are limited to the Person individual agreement and its Subsidiaries, or related agreements and/or the property or assets of subject to such agreements, as the Person and its Subsidiaries, so acquired, (g) prohibitions that apply by reason of any applicable Law, rule, regulation or order or are required by any Governmental Authority having jurisdiction over Holdings or any of its Subsidiaries, (h) restrictions or prohibitions that arise in connection with any Lien permitted by Section 6.2, (i) restrictions relating to secured Indebtedness permitted pursuant to Sections 6.1(ecase may be), (h), (i), (j), (r) and (s), in each case, to the extent that such restrictions or prohibitions apply only to the property or assets securing such Indebtedness, (j) restrictions and prohibitions under the Credit Documents and (k) cash or other deposits permitted under Section 6.2, no Credit Loan Party nor any of its Subsidiaries shall enter into any agreement prohibiting the creation or assumption of any Lien upon any of its properties or assets, whether now owned or hereafter acquired, to secure the Obligations (other than an agreement of a Securitization Entity that prohibits such Securitization Entity from creating or assuming any Lien upon its properties or assets to secure the Obligations).
Appears in 2 contracts
Sources: Amended and Restated Senior Secured Term Loan Facility Agreement (Ocwen Financial Corp), Senior Secured Term Loan Facility Agreement (Ocwen Financial Corp)
No Further Negative Pledges. Except No Credit Party nor any of its Subsidiaries shall enter into any agreement prohibiting the creation or assumption of any Lien upon any of its properties or assets, whether now owned or hereafter acquired, to secure the Secured Obligations, except with respect to (a) specific property encumbered to secure payment of particular Indebtedness or to be sold pursuant to an executed agreement with respect to a permitted Disposition, Asset Sale; (b) restrictions by reason of customary provisions restricting assignments, subletting or other transfers contained in leases, licenses and similar agreements entered into in the ordinary course of business (provided that such restrictions are limited to the property or assets secured by such Liens or the property or assets subject to such leases, licenses or similar agreements, as the case may be), ; (c) restrictions identified on Schedule 6.3, this Agreement and the other Credit Documents and the Senior Loan Documents; (d) covenants in documents creating Liens permitted by Section 6.2 prohibiting further Liens on the properties encumbered thereby and the proceeds and products thereof; (e) customary provisions in joint venture agreements and other similar agreements applicable to Joint Ventures permitted under this Agreement and applicable solely to such Joint Ventures; (f) customary restrictions on licenses or permits so long as such restrictions solely relate to the assets subject thereto; (g) any prohibition or limitation that exists in any agreement or document in effect at the time any Person becomes a Subsidiary of HoldingsLux 1, so long as such agreement was not entered into in contemplation of such Person person becoming a Subsidiary of Holdings, (e) restrictions contained in joint venture agreements, Organizational Documents of Non-Guarantor Subsidiaries and other similar agreements and applicable solely to the assets of such joint ventures and Non-Guarantor Subsidiaries Lux 1; or Equity Interests in such joint ventures or Non-Guarantor Subsidiaries, (f) restrictions in any agreement or other instrument of a Person acquired by the Borrower or any Subsidiary which was in existence at the time of such acquisition (but not created in contemplation thereof or to provide all or any portion of the funds or credit support utilized to consummate such acquisition other than in connection with the incurrence of Indebtedness of the type contemplated by Section 6.1(r)), which restriction is not applicable to any Person, or the properties or assets of any Person, other than the Person and its Subsidiaries, or the property or assets of the Person and its Subsidiaries, so acquired, (g) prohibitions that apply by reason of any applicable Law, rule, regulation or order or are required by any Governmental Authority having jurisdiction over Holdings or any of its Subsidiaries, (h) restrictions any prohibition or prohibitions limitation that arise in connection with is imposed by any Lien amendments or refinancings that are otherwise permitted by Section 6.2the Credit Documents of the contracts, instruments or obligations referred to in clause (i) restrictions relating to secured Indebtedness permitted pursuant to Sections 6.1(ea), (hd) or (g), (i), (j), (r) and (s), in each case, to the extent ; provided that such restrictions amendments and refinancings are no more materially restrictive with respect to such prohibitions and limitations than those prior to such amendment or prohibitions apply only to the property or assets securing such Indebtedness, (j) restrictions and prohibitions under the Credit Documents and (k) cash or other deposits permitted under Section 6.2, no Credit Party nor any of its Subsidiaries shall enter into any agreement prohibiting the creation or assumption of any Lien upon any of its properties or assets, whether now owned or hereafter acquired, to secure the Obligationsrefinancing.
Appears in 2 contracts
Sources: Mezzanine Credit and Guaranty Agreement (Isola Group Ltd.), Mezzanine Credit and Guaranty Agreement (Isola Group Ltd.)
No Further Negative Pledges. Except The Borrower shall not, nor shall it permit any of its Restricted Subsidiaries that are Loan Parties to, enter into any agreement prohibiting in any material respect the creation or assumption of any Lien upon any of its properties (other than Excluded Assets), whether now owned or hereafter acquired, for the benefit of the Secured Parties with respect to the Obligations, except with respect to:
(a) specific property encumbered restrictions relating to secure payment any asset (or all of particular Indebtedness or to be sold the assets) of and/or the Capital Stock of the Borrower and/or any Restricted Subsidiary which are imposed pursuant to an executed agreement entered into in connection with respect to any Disposition or other transfer, lease, license or sub-license of such asset (or assets) and/or all or a portion of the Capital Stock of the relevant Person that is permitted Disposition, or not restricted by this Agreement;
(b) restrictions contained in the Loan Documents, any Incremental Equivalent Debt, any Receivables Facility (limited to the assets securing the Indebtedness arising thereunder) or any Additional Letter of Credit Facility (limited to the assets securing the Indebtedness arising thereunder) (and in any Indebtedness permitted under Section 6.01(p) to the extent relating to any extension, refinancing, refunding or replacement of any of the foregoing);
(c) restrictions contained in any documentation governing any other Indebtedness permitted by Section 6.01 to the extent such restrictions (1)(x) are, taken as a whole, in the good-faith judgment of the Borrower, not materially more restrictive as concerning the Borrower or any Restricted Subsidiary than customary market terms for Indebtedness of such type or (y) are not materially more restrictive, taken as a whole, than the restrictions contained in this Agreement (as determined by the Borrower in good faith) and (2) will not materially impair any Borrower’s obligation or ability to make any payments required hereunder (as determined by the Borrower in good faith);
(d) restrictions by reason of customary provisions restricting assignments, subletting subletting, licensing, sublicensing or other transfers (including the granting of any Lien) contained in leases, licenses and similar subleases, licenses, sublicenses, joint venture agreements, asset sale agreements, trading, netting, operating, construction, service, supply, purchase, sale or other agreements entered into in the ordinary course of business (each of the foregoing, a “Covered Agreement”) (provided that such restrictions are limited to the relevant Covered Agreement and/or the property or assets secured by such Liens or the property or assets subject to such leasesCovered Agreement);
(e) Permitted Liens and restrictions in the agreements relating thereto that limit the right of the Borrower or any of its Restricted Subsidiaries to Dispose of or encumber the assets subject to such Liens;
(f) provisions limiting the Disposition, licenses distribution or encumbrance of assets or property in joint venture agreements, sale and lease-back agreements, stock sale agreements and other similar agreements, as which limitation is applicable only to the case may beassets that are the subject of such agreements (or the Persons the Capital Stock of which is the subject of such agreement (or any “shell company” parent with respect thereto), );
(cg) restrictions identified on Schedule 6.3, (d) restrictions any encumbrance or restriction assumed in connection with an acquisition of the property or Capital Stock of any agreement or document in effect at the time any Person becomes a Subsidiary of HoldingsPerson, so long as such encumbrance or restriction relates solely to the Person and its subsidiaries (including the Capital Stock of the relevant Person or Persons) and/or property so acquired (or to the Person or Persons (and its or their subsidiaries) bound thereby) and was not created solely in connection with or in anticipation of such acquisition;
(h) restrictions imposed by customary provisions in partnership agreements, limited liability company organizational governance documents, joint venture agreements and other similar agreements that restrict the transfer of the assets of, or ownership interests in, the relevant partnership, limited liability company, joint venture or any similar Person (or any “shell company” parent with respect thereto);
(i) (i) restrictions on Cash or other deposits permitted under Section 6.02 and/or imposed by Persons under contracts entered into in the ordinary course of business or for whose benefit such Cash or other deposits exist and (ii) customary net worth provisions contained in real property leases, so long as such net worth provisions could not reasonably be expected to materially impair any Loan Party’s obligation or ability to make any payments required under the Loan Documents (as determined by the Borrower in good faith);
(j) restrictions (i) set forth in documents which exist on the Closing Date or (ii) which are contemplated as of the Closing Date, in each case, as set forth on Schedule 6.03;
(k) restrictions contained in documents governing Indebtedness of any Restricted Subsidiary that is not a Loan Party permitted hereunder;
(l) restrictions in Indebtedness permitted by Section 6.01 that is secured by a Permitted Lien if the relevant restriction applies only to the Persons obligated under such Indebtedness and its Restricted Subsidiaries or the assets intended to secure such Indebtedness;
(m) provisions restricting the granting of a security interest in IP Rights contained in licenses, sublicenses or cross-licenses by the Borrower and its Restricted Subsidiaries of such IP Rights, which licenses, sublicenses and cross-licenses were entered into in the ordinary course of business (in which case such restriction shall relate only to such IP Rights);
(n) restrictions arising under or as a result of applicable Requirements of Law or the terms of any license, authorization, concession or permit issued or granted by a Governmental Authority;
(o) restrictions with respect to a Restricted Subsidiary that was previously an Unrestricted Subsidiary, pursuant to or by reason of an agreement that such Restricted Subsidiary is a party to or entered into before the date on which such Subsidiary became a Restricted Subsidiary; provided that such agreement was not entered into in contemplation anticipation of such Person an Unrestricted Subsidiary becoming a Restricted Subsidiary and any such restriction does not extend to any assets or property of Holdings, (e) restrictions contained in joint venture agreements, Organizational Documents of Non-Guarantor Subsidiaries and other similar agreements and applicable solely to the assets of such joint ventures and Non-Guarantor Subsidiaries or Equity Interests in such joint ventures or Non-Guarantor Subsidiaries, (f) restrictions in any agreement or other instrument of a Person acquired by the Borrower or any other Restricted Subsidiary which was in existence at the time of such acquisition (but not created in contemplation thereof or to provide all or any portion of the funds or credit support utilized to consummate such acquisition other than in connection with the incurrence of Indebtedness of the type contemplated by Section 6.1(r)), which restriction is not applicable to any Person, or the properties or assets of any Person, other than the Person assets and its Subsidiaries, or the property or assets of the Person and its Subsidiaries, so acquired, such Subsidiary;
(gp) prohibitions that apply by reason of any applicable Law, rule, regulation or order or are required by any Governmental Authority having jurisdiction over Holdings or any of its Subsidiaries, (h) customary restrictions or prohibitions that arise imposed in connection with any Lien Receivables Facility or similar transaction permitted by Section 6.2, hereunder;
(iq) restrictions relating to secured Indebtedness permitted pursuant to Sections 6.1(e), (h), (i), (j), [reserved]; and
(r) and (s)other restrictions or encumbrances imposed by any amendment, modification, restatement, renewal, increase, supplement, refunding, replacement or refinancing of the contracts, instruments or obligations referred to in the preceding clauses of this Section; provided that no such amendment, modification, restatement, renewal, increase, supplement, refunding, replacement or refinancing is, in each casethe good faith judgment of the Borrower, more restrictive with respect to such encumbrances and other restrictions, taken as a whole, than those in effect prior to the extent that such restrictions relevant amendment, modification, restatement, renewal, increase, supplement, refunding, replacement or prohibitions apply only to the property or assets securing such Indebtedness, (j) restrictions and prohibitions under the Credit Documents and (k) cash or other deposits permitted under Section 6.2, no Credit Party nor any of its Subsidiaries shall enter into any agreement prohibiting the creation or assumption of any Lien upon any of its properties or assets, whether now owned or hereafter acquired, to secure the Obligationsrefinancing.
Appears in 2 contracts
Sources: First Lien Credit Agreement (Ranpak Holdings Corp.), First Lien Credit Agreement (Ranpak Holdings Corp.)
No Further Negative Pledges. Except Neither the Borrowers, the Subsidiary Guarantors nor any of their Subsidiaries shall enter into any agreement prohibiting the creation or assumption of any Lien upon any of its properties or assets, whether now owned or hereafter acquired, except with respect to to:
(a) specific property encumbered to secure payment of particular Indebtedness or to be sold pursuant to an executed asset sale permitted by Section 6.08;
(b) restrictions contained in any agreement with respect to Indebtedness permitted by Section 6.01 that is secured by a Permitted Lien, but only if such agreement applies solely to the specific asset or assets to which such Permitted Lien applies;
(c) restrictions contained in the Senior Note Indentures and the documentation governing Indebtedness permitted Dispositionby clauses (q), (br), (u), (v), (w) and (y) of Section 6.01;
(d) restrictions by reason of customary provisions restricting assignments, subletting or other transfers (including the granting of any Lien) contained in leases, licenses subleases, licenses, sublicenses and similar agreements entered into in the ordinary course of business (provided that such restrictions are limited to the property or assets secured by such Liens or the property or assets subject to such leases, licenses subleases, licenses, sublicenses or similar agreements, as the case may be), ;
(ce) restrictions identified on Schedule 6.3, (d) Permitted Liens and restrictions in the agreements relating thereto that limit the right of the Borrower Agent or any agreement of its Subsidiaries to dispose of or document transfer the assets subject to such Liens;
(f) provisions limiting the disposition or distribution of assets or property in effect at joint venture agreements, sale-leaseback agreements, stock sale agreements and other similar agreements, which limitation is applicable only to the time assets that are the subject of such agreements;
(g) any Person becomes a Subsidiary encumbrance or restriction assumed in connection with an acquisition of Holdingsproperty or new Subsidiaries, so long as such agreement encumbrance or restriction relates solely to the property so acquired and was not entered into created in contemplation connection with or in anticipation of such Person becoming a Subsidiary of Holdings, acquisition;
(eh) restrictions contained imposed by customary provisions in partnership agreements, limited liability company organizational governance documents, joint venture agreements, Organizational Documents of Non-Guarantor Subsidiaries agreements and other similar agreements and applicable solely to that restrict the assets transfer of such joint ventures and Non-Guarantor Subsidiaries or Equity Interests ownership interests in such partnership, limited liability company, joint ventures venture or Non-Guarantor Subsidiaries, (f) restrictions in any agreement or other instrument of a Person acquired by the Borrower or any Subsidiary which was in existence at the time of such acquisition (but not created in contemplation thereof or to provide all or any portion of the funds or credit support utilized to consummate such acquisition other than in connection with the incurrence of Indebtedness of the type contemplated by Section 6.1(r)), which restriction is not applicable to any similar Person, or the properties or assets of any Person, other than the Person and its Subsidiaries, or the property or assets of the Person and its Subsidiaries, so acquired, (g) prohibitions that apply by reason of any applicable Law, rule, regulation or order or are required by any Governmental Authority having jurisdiction over Holdings or any of its Subsidiaries, (h) restrictions or prohibitions that arise in connection with any Lien permitted by Section 6.2, ;
(i) restrictions relating to secured Indebtedness permitted pursuant to Sections 6.1(e), (h), (i), (j), (r) and (s), on Cash or other deposits imposed by customers under contracts entered into in each case, to the extent that such restrictions or prohibitions apply only to the property or assets securing such Indebtedness, ordinary course of business;
(j) restrictions set forth in documents which exist on the Closing Date and prohibitions under the Credit Documents and are listed on Schedule 6.04 hereto; and
(k) cash restrictions or other deposits permitted under Section 6.2encumbrances imposed by any amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings of the contracts, instruments or obligations referred to in clauses (a) through (j) above; provided that such amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings are, in the good faith judgment of the Borrower Agent, no Credit Party nor any of its Subsidiaries shall enter into any agreement prohibiting the creation more restrictive with respect to such encumbrance and other restrictions taken as a whole than those prior to such amendment, modification, restatement, renewal, increase, supplement, refunding, replacement or assumption of any Lien upon any of its properties or assets, whether now owned or hereafter acquired, to secure the Obligationsrefinancing.
Appears in 2 contracts
Sources: Abl Credit Agreement (Party City Holdco Inc.), Abl Credit Agreement (Party City Holdco Inc.)
No Further Negative Pledges. Except No Borrower nor any Restricted Subsidiary shall enter into or permit to exist any Contractual Obligation (other than any Credit Document) prohibiting the creation, assumption or incurrence of any Lien upon any of its properties for the benefit of the Secured Parties, whether now owned or hereafter acquired, except with respect to (a) specific property encumbered to secure payment of particular Indebtedness or to be sold pursuant to an executed agreement with respect to a permitted DispositionAsset Sale, (b) restrictions by reason of customary provisions restricting assignments, subletting or other transfers contained in leases, licenses and similar agreements entered into in the ordinary course of business (provided that such restrictions are limited to the property or assets secured by such Liens or on the property or assets subject to such leases, licenses or similar agreements, as the case may be), (c) Permitted Liens and restrictions identified on Schedule 6.3in the agreements relating thereto that limit the right of any Borrower or any Restricted Subsidiary to dispose of or transfer, or create a Lien on, the asset subject to such Permitted Liens, (d) restrictions customary provisions in joint venture agreements and other similar agreements applicable to joint ventures permitted under Section 6.07 and applicable solely to such joint venture and its equity, (e) customary provisions restricting assignment or transfer of any agreement entered into in the ordinary course of business, (f) restrictions on cash or document other deposits imposed by customers under contracts entered into in effect at the time ordinary course of business, (g) restrictions imposed by any Person becomes agreement governing Indebtedness entered into on or after the Closing Date and permitted under Section 6.01 that are, taken as a whole, in the good faith judgment of the Borrower Representative, either (i) taken as a whole no more restrictive than the restrictions contained in this Agreement or (ii) taken as a whole no more restrictive with respect to any Borrower or Restricted Subsidiary than customary market terms for Indebtedness of Holdingssuch type, so long as Borrower Representative shall have determined in good faith that such agreement restrictions pursuant to this clause (g) will not affect its obligation or ability to make any payments required hereunder, (h) restrictions regarding licensing or sublicensing by a Borrower or any of its Restricted Subsidiaries of intellectual property rights (including customary restrictions on assignment contained in license or sublicense agreements) entered into in the ordinary course of business, (i) restrictions on ▇▇▇▇ ▇▇▇▇▇▇▇ money deposits in favor of sellers in connection with acquisitions not prohibited hereunder, and (j) restrictions imposed by agreements relating to Indebtedness of any Restricted Subsidiary in existence at the time such Restricted Subsidiary became a Restricted Subsidiary of the Initial Borrower and otherwise permitted by this Agreement; provided that such restrictions apply only to (x) such Restricted Subsidiary and its assets (or any special purpose acquisition Restricted Subsidiary without material assets acquiring such Restricted Subsidiary pursuant to a merger) and (y) such Contractual Obligation was not entered into in contemplation of such Person becoming a Restricted Subsidiary of Holdings, (e) restrictions contained in joint venture agreements, Organizational Documents of Non-Guarantor Subsidiaries and other similar agreements and applicable solely to the assets of such joint ventures and Non-Guarantor Subsidiaries or Equity Interests in such joint ventures or Non-Guarantor Subsidiaries, (f) restrictions in any agreement or other instrument of a Person acquired by the Borrower or any Subsidiary which was in existence at the time of such acquisition (but not created in contemplation thereof or to provide all or any portion of the funds or credit support utilized to consummate such acquisition other than in connection with the incurrence of Indebtedness of the type contemplated by Section 6.1(r)), which restriction is not applicable to any Person, or the properties or assets of any Person, other than the Person and its Subsidiaries, or the property or assets of the Person and its Subsidiaries, so acquired, (g) prohibitions that apply by reason of any applicable Law, rule, regulation or order or are required by any Governmental Authority having jurisdiction over Holdings or any of its Subsidiaries, (h) restrictions or prohibitions that arise in connection with any Lien permitted by Section 6.2, (i) restrictions relating to secured Indebtedness permitted pursuant to Sections 6.1(e), (h), (i), (j), (r) and (s), in each case, to the extent that such restrictions or prohibitions apply only to the property or assets securing such Indebtedness, (j) restrictions and prohibitions under the Credit Documents and (k) cash or other deposits permitted under Section 6.2, no Credit Party nor any of its Subsidiaries shall enter into any agreement prohibiting the creation or assumption of any Lien upon any of its properties or assets, whether now owned or hereafter acquired, to secure the ObligationsInitial Borrower.
Appears in 2 contracts
Sources: Credit and Guaranty Agreement (Priority Technology Holdings, Inc.), Credit and Guaranty Agreement (Priority Technology Holdings, Inc.)
No Further Negative Pledges. Except The Lead Borrower shall not, nor shall it permit any of its Restricted Subsidiaries to, enter into any agreement prohibiting the creation or assumption of any Lien upon any Collateral, whether now owned or hereafter acquired, for the benefit of the Secured Parties with respect to the Obligations, except with respect to:
(a) specific property encumbered to secure payment of particular Indebtedness or to be sold pursuant to an executed any Disposition permitted by Section 6.07;
(b) restrictions contained in any agreement with respect to Indebtedness permitted by Section 6.01 that is secured by a Permitted Lien, but only if such restrictions apply only to the Person or Persons obligated under such Indebtedness and its or their Restricted Subsidiaries or the property or assets securing such Indebtedness;
(c) restrictions contained in any First Lien Facility, any Second Lien Facility and the documentation governing Indebtedness permitted Dispositionby clauses (j), (bm), (p), (u), (w), (x) and/or (y) of Section 6.01, in each case, to the extent such restriction does not restrict the Secured Obligations from being secured by assets that constitute Collateral;
(d) restrictions by reason of customary provisions restricting assignments, subletting or other transfers (including the granting of any Lien) contained in leases, licenses subleases, licenses, sublicenses and similar other agreements entered into in the ordinary course of business (provided that such restrictions are limited to the relevant leases, subleases, licenses, sublicenses or other agreements and/or the property or assets secured by such Liens or the property or assets subject to such leases, licenses subleases, licenses, sublicenses or similar other agreements, as the case may be), ;
(ce) restrictions identified on Schedule 6.3, (d) Permitted Liens and restrictions in the agreements relating thereto that limit the right of the Lead Borrower or any agreement of its Restricted Subsidiaries to Dispose of, or document encumber the assets subject to such Liens;
(f) provisions limiting the Disposition or distribution of assets or property in effect at joint venture agreements, sale-leaseback agreements, stock sale agreements and other similar agreements, which limitation is applicable only to the time assets that are the subject of such agreements (or the Persons the Capital Stock of which is the subject of such agreement);
(g) any Person becomes a Subsidiary encumbrance or restriction assumed in connection with an acquisition of Holdingsthe property or Capital Stock of any Person, so long as such agreement encumbrance or restriction relates solely to the property so acquired (or to the Person or Persons (and its or their subsidiaries) bound thereby) and was not created in connection with or in anticipation of such acquisition;
(h) restrictions imposed by customary provisions in partnership agreements, limited liability company organizational governance documents, joint venture agreements and other similar agreements that restrict the transfer of the assets of, or ownership interests in, the relevant partnership, limited liability company, joint venture or any similar Person;
(i) restrictions on Cash or other deposits imposed by Persons under contracts entered into in contemplation the ordinary course of business or for whose benefit such Person becoming a Subsidiary of HoldingsCash or other deposits exist;
(j) restrictions set forth in documents which exist on the Closing Date;
(k) restrictions set forth in any Loan Document, any Hedge Agreement and/or any agreement relating to any Banking Services Obligation;
(el) restrictions contained in joint venture agreements, Organizational Documents documents governing Indebtedness permitted hereunder of Non-Guarantor Subsidiaries and other similar agreements and applicable solely to the assets of such joint ventures and Non-Guarantor Subsidiaries or Equity Interests in such joint ventures or Non-Guarantor Subsidiaries, any Restricted Subsidiary that is not a Loan Party;
(fm) restrictions in on any agreement asset (or other instrument all of a Person acquired by the assets) of and/or the Capital Stock of the Lead Borrower or and/or any Restricted Subsidiary which was in existence at the time of such acquisition (but not created in contemplation thereof or is imposed pursuant to provide all or any portion of the funds or credit support utilized to consummate such acquisition other than in connection with the incurrence of Indebtedness of the type contemplated by Section 6.1(r)), which restriction is not applicable to any Person, or the properties or assets of any Person, other than the Person and its Subsidiaries, or the property or assets of the Person and its Subsidiaries, so acquired, (g) prohibitions that apply by reason of any applicable Law, rule, regulation or order or are required by any Governmental Authority having jurisdiction over Holdings or any of its Subsidiaries, (h) restrictions or prohibitions that arise an agreement entered into in connection with any Lien Disposition of such asset (or assets) and/or all or a portion of the Capital Stock of the relevant Person that is permitted or not restricted by Section 6.2, this Agreement;
(in) restrictions set forth in any agreement relating to secured Indebtedness permitted pursuant any Permitted Lien that limits the right of the Lead Borrower or any Restricted Subsidiary to Sections 6.1(e)Dispose of or encumber the assets subject thereto; and
(o) other restrictions or encumbrances imposed by any amendment, modification, restatement, renewal, increase, supplement, refunding, replacement or refinancing of the contracts, instruments or obligations referred to in clauses (h)a) through (n) above; provided that no such amendment, (i)modification, (j)restatement, (r) and (s)renewal, increase, supplement, refunding, replacement or refinancing is, in each casethe good faith judgment of the Lead Borrower, more restrictive with respect to such encumbrances and other restrictions, taken as a whole, than those in effect prior to the extent that such restrictions relevant amendment, modification, restatement, renewal, increase, supplement, refunding, replacement or prohibitions apply only to the property or assets securing such Indebtedness, (j) restrictions and prohibitions under the Credit Documents and (k) cash or other deposits permitted under Section 6.2, no Credit Party nor any of its Subsidiaries shall enter into any agreement prohibiting the creation or assumption of any Lien upon any of its properties or assets, whether now owned or hereafter acquired, to secure the Obligationsrefinancing.
Appears in 2 contracts
Sources: Abl Credit Agreement (Hayward Holdings, Inc.), Abl Credit Agreement (Hayward Holdings, Inc.)
No Further Negative Pledges. Except with respect to (a) specific property encumbered to secure payment of particular Indebtedness or to be sold pursuant to an executed agreement with respect to a permitted Disposition, (b) restrictions by reason of customary provisions restricting assignments, subletting or other transfers contained in leases, licenses and similar agreements entered into in the ordinary course of business (provided that such restrictions are limited to the property or assets secured by such Liens or the property or assets subject to such leases, licenses or similar agreements, as the case may be), (c) restrictions identified on Schedule 6.3, (d) restrictions in any agreement or document in effect at the time any Person becomes a Subsidiary None of Holdings, so long as such agreement was not entered into in contemplation of such Person becoming a the Borrower or any other Restricted Subsidiary of Holdingswill, (e) restrictions contained in joint venture agreementsdirectly or indirectly, Organizational Documents of Non-Guarantor Subsidiaries and other similar agreements and applicable solely enter into, incur or permit to the assets of such joint ventures and Non-Guarantor Subsidiaries or Equity Interests in such joint ventures or Non-Guarantor Subsidiaries, (f) restrictions in exist any agreement or other instrument arrangement that prohibits, restricts or imposes any condition upon the ability of a Person acquired by Holdings, the Borrower or any other Restricted Subsidiary which was in existence at the time of such acquisition (but not created in contemplation thereof to create, incur or permit to provide all or any portion of the funds or credit support utilized to consummate such acquisition other than in connection with the incurrence of Indebtedness of the type contemplated by Section 6.1(r)), which restriction is not applicable to any Person, or the properties or assets of any Person, other than the Person and its Subsidiaries, or the property or assets of the Person and its Subsidiaries, so acquired, (g) prohibitions that apply by reason of any applicable Law, rule, regulation or order or are required by any Governmental Authority having jurisdiction over Holdings or any of its Subsidiaries, (h) restrictions or prohibitions that arise in connection with any Lien permitted by Section 6.2, (i) restrictions relating to secured Indebtedness permitted pursuant to Sections 6.1(e), (h), (i), (j), (r) and (s), in each case, to the extent that such restrictions or prohibitions apply only to the property or assets securing such Indebtedness, (j) restrictions and prohibitions under the Credit Documents and (k) cash or other deposits permitted under Section 6.2, no Credit Party nor any of its Subsidiaries shall enter into any agreement prohibiting the creation or assumption of exist any Lien upon any of its properties or assets, whether now owned or hereafter acquired, to secure any Obligations; provided that the Obligationsforegoing shall not apply to (a) restrictions and conditions imposed by law or by any Credit Document, (b) restrictions and conditions existing on the Closing Date identified on Schedule 6.3, and amendments, modifications, extensions and renewals thereof (including any such extension or renewal arising as a result of an extension, renewal or refinancing of any Indebtedness containing such restriction or condition), provided, in each case, that the scope of any such restriction or condition shall not have been expanded as a result thereof, (c) in the case of (i) any Restricted Subsidiary that is not a wholly-owned Restricted Subsidiary or (ii) the Equity Interests in any Person that is not a Restricted Subsidiary (including any Unrestricted Subsidiary), restrictions and conditions imposed by the Organizational Documents of such Restricted Subsidiary or such other Person or contained in any related joint venture, shareholders’ or similar agreement or, in the case of clause (ii), in any agreement or instrument relating to Indebtedness of such Person, provided, in each case, that such restrictions and conditions apply only to such Restricted Subsidiary and to any Equity Interests in such Restricted Subsidiary or to the Equity Interests in such other Person (including any Unrestricted Subsidiary), as applicable, (d) restrictions and conditions imposed by any agreement or document governing secured Indebtedness permitted by Section 6.1(e), 6.1(s) or 6.1(w) or governing Liens permitted by Section 6.2(k), 6.2(n) or 6.2(u) or by clause (c), (d), (m), (t) or (u) of the definition of “Permitted Encumbrances”, provided that such restrictions and conditions apply only to the assets securing such Indebtedness or subject to such Liens, (e) restrictions and conditions imposed by agreements relating to Indebtedness permitted by Section 6.1(f), provided that such restrictions and conditions apply only to Persons that are permitted under such Section to be obligors in respect of such Indebtedness and are not less favorable to the Lenders than the restrictions and conditions imposed by such Indebtedness (or, in the case of any Refinancing Indebtedness, by the applicable Original Indebtedness) at the time such Indebtedness first became subject to Section 6.1, (f) in connection with the sale of any Equity Interests in a Subsidiary or any other assets, customary restrictions and conditions contained in agreements relating to such sale pending the completion thereof, provided 1095171012\7\AMERICAS that such restrictions and conditions apply only to the Subsidiary or the other assets to be sold and such sale is permitted under Section 6.8, (g) restrictions and conditions imposed by any agreement or document governing Indebtedness of any Restricted Subsidiary that is not, and is not required to become, a Credit Party hereunder, provided that such restrictions and conditions apply only to such Restricted Subsidiary, (h) restrictions and conditions imposed by customary provisions in leases, licenses and other agreements restricting the assignment thereof or, in the case of any lease or license, permitting to exist any Lien on the assets leased or licensed thereunder, (i) restrictions on cash or deposits or net worth covenants imposed by customers, suppliers or landlords under agreements entered into in the ordinary course of business, (j) customary restrictions in respect of Intellectual Property contained in licenses or sublicenses of, or other grants of rights to use or exploit, such Intellectual Property, (k) restrictions and conditions contained in any Permitted Term Indebtedness Document as in effect on the Closing Date and amendments, modifications, extensions and renewals thereof, provided, in each case, that the scope of any such restriction or condition shall not have been expanded as a result thereof, and (l) restrictions and conditions contained in any agreement or instrument evidencing or governing any Indebtedness permitted by Sections 6.1(i), 6.1(j), 6.1(u), 6.1(v) or 6.1(w) to the extent, in the good faith judgment of the Borrower, such restrictions and conditions are on customary market terms for Indebtedness of such type and so long as the Borrower has determined in good faith that such restrictions and conditions would not reasonably be expected to impair in any material respect the ability of the Credit Parties to meet their obligations under the Credit Documents.
Appears in 2 contracts
Sources: Abl Credit and Guaranty Agreement (PetIQ, Inc.), Abl Credit and Guaranty Agreement (PetIQ, Inc.)
No Further Negative Pledges. Except No Borrower nor any Restricted Subsidiary shall enter into or permit to exist any Contractual Obligation (other than any Credit Document) prohibiting the creation, assumption or incurrence of any Lien upon any of its properties for the benefit of the Secured Parties, whether now owned or hereafter acquired, except with respect to (a) specific property encumbered to secure payment of particular Indebtedness or to be sold pursuant to an executed agreement with respect to a permitted DispositionAsset Sale, (b) restrictions by reason of customary provisions restricting assignments, subletting or other transfers contained in leases, licenses and similar agreements entered into in the ordinary course of business (provided that such restrictions are limited to the property or assets secured by such Liens or on the property or assets subject to such leases, licenses or similar agreements, as the case may be), (c) Permitted Liens and restrictions identified on Schedule 6.3in the agreements relating thereto that limit the right of any Borrower or any Restricted Subsidiary to dispose of or transfer, or create a Lien on, the asset subject to such Permitted Liens, (d) restrictions customary provisions in joint venture agreements and other similar agreements applicable to Permitted Joint Ventures, Designated Restricted Subsidiaries and other Joint Ventures permitted under Section 6.07 and applicable solely to such Permitted Joint Venture, Designated Restricted Subsidiary or Joint Venture, as applicable, and its equity, (e) customary provisions restricting assignment or transfer of any agreement entered into in the ordinary course of business, (f) restrictions on cash or document other deposits imposed by customers under contracts entered into in effect at the time ordinary course of business, (g) restrictions imposed by any Person becomes agreement governing Indebtedness entered into on or after the Closing Date and permitted under Section 6.01 that are, taken as a whole, in the good faith judgment of the Borrower Representative, either (i) taken as a whole no more restrictive than the restrictions contained in this Agreement or (ii) taken as a whole no more restrictive with respect to any Borrower or Restricted Subsidiary than customary market terms for Indebtedness of Holdingssuch type, so long as Borrower Representative shall have determined in good faith that such agreement restrictions pursuant to this clause (g) will not affect its obligation or ability to make any payments required hereunder, (h) restrictions regarding licensing or sublicensing by a Borrower or any of its Restricted Subsidiaries of intellectual property rights (including customary restrictions on assignment contained in license or sublicense agreements) entered into in the ordinary course of business, (i) restrictions on ▇▇▇▇ ▇▇▇▇▇▇▇ money deposits in favor of sellers in connection with acquisitions not prohibited hereunder, (j) restrictions under the Preferred Stock Agreement Documents and (k) restrictions imposed by agreements relating to Indebtedness of any Restricted Subsidiary in existence at the time such Restricted Subsidiary became a Restricted Subsidiary of the Initial Borrower and otherwise permitted by this Agreement; provided that such restrictions apply only to (x) such Restricted Subsidiary and its assets (or any special purpose acquisition Restricted Subsidiary without material assets acquiring such Restricted Subsidiary pursuant to a merger) and (y) such Contractual Obligation was not entered into in contemplation of such Person becoming a Restricted Subsidiary of Holdings, (e) restrictions contained in joint venture agreements, Organizational Documents of Non-Guarantor Subsidiaries and other similar agreements and applicable solely to the assets of such joint ventures and Non-Guarantor Subsidiaries or Equity Interests in such joint ventures or Non-Guarantor Subsidiaries, (f) restrictions in any agreement or other instrument of a Person acquired by the Borrower or any Subsidiary which was in existence at the time of such acquisition (but not created in contemplation thereof or to provide all or any portion of the funds or credit support utilized to consummate such acquisition other than in connection with the incurrence of Indebtedness of the type contemplated by Section 6.1(r)), which restriction is not applicable to any Person, or the properties or assets of any Person, other than the Person and its Subsidiaries, or the property or assets of the Person and its Subsidiaries, so acquired, (g) prohibitions that apply by reason of any applicable Law, rule, regulation or order or are required by any Governmental Authority having jurisdiction over Holdings or any of its Subsidiaries, (h) restrictions or prohibitions that arise in connection with any Lien permitted by Section 6.2, (i) restrictions relating to secured Indebtedness permitted pursuant to Sections 6.1(e), (h), (i), (j), (r) and (s), in each case, to the extent that such restrictions or prohibitions apply only to the property or assets securing such Indebtedness, (j) restrictions and prohibitions under the Credit Documents and (k) cash or other deposits permitted under Section 6.2, no Credit Party nor any of its Subsidiaries shall enter into any agreement prohibiting the creation or assumption of any Lien upon any of its properties or assets, whether now owned or hereafter acquired, to secure the ObligationsInitial Borrower.
Appears in 2 contracts
Sources: Credit and Guaranty Agreement (Priority Technology Holdings, Inc.), Credit and Guaranty Agreement (Priority Technology Holdings, Inc.)
No Further Negative Pledges. Except Neither the Borrowers, the Subsidiary Guarantors nor any of their Subsidiaries shall enter into any agreement prohibiting the creation or assumption of any Lien upon any of its properties or assets, whether now owned or hereafter acquired, except with respect to to:
(a) specific property encumbered to secure payment of particular Indebtedness or to be sold pursuant to an executed asset sale permitted by Section 6.08;
(b) restrictions contained in any agreement with respect to Indebtedness permitted by Section 6.01 that is secured by a Permitted Lien, but only if such agreement applies solely to the specific asset or assets to which such Permitted Lien applies;
(c) restrictions contained in the Senior Note Indenture and the documentation governing Indebtedness permitted Dispositionby clauses (q), (br), (u), (v), (w) and (y) of Section 6.01;
(d) restrictions by reason of customary provisions restricting assignments, subletting or other transfers (including the granting of any Lien) contained in leases, licenses subleases, licenses, sublicenses and similar agreements entered into in the ordinary course of business (provided that such restrictions are limited to the property or assets secured by such Liens or the property or assets subject to such leases, licenses subleases, licenses, sublicenses or similar agreements, as the case may be), ;
(ce) restrictions identified on Schedule 6.3, (d) Permitted Liens and restrictions in the agreements relating thereto that limit the right of the Borrower Agent or any agreement of its Subsidiaries to dispose of or document transfer the assets subject to such Liens;
(f) provisions limiting the disposition or distribution of assets or property in effect at joint venture agreements, sale-leaseback agreements, stock sale agreements and other similar agreements, which limitation is applicable only to the time assets that are the subject of such agreements;
(g) any Person becomes a Subsidiary encumbrance or restriction assumed in connection with an acquisition of Holdingsproperty or new Subsidiaries, so long as such agreement encumbrance or restriction relates solely to the property so acquired and was not entered into created in contemplation connection with or in anticipation of such Person becoming a Subsidiary of Holdings, acquisition;
(eh) restrictions contained imposed by customary provisions in partnership agreements, limited liability company organizational governance documents, joint venture agreements, Organizational Documents of Non-Guarantor Subsidiaries agreements and other similar agreements and applicable solely to that restrict the assets transfer of such joint ventures and Non-Guarantor Subsidiaries or Equity Interests ownership interests in such partnership, limited liability company, joint ventures venture or Non-Guarantor Subsidiaries, (f) restrictions in any agreement or other instrument of a Person acquired by the Borrower or any Subsidiary which was in existence at the time of such acquisition (but not created in contemplation thereof or to provide all or any portion of the funds or credit support utilized to consummate such acquisition other than in connection with the incurrence of Indebtedness of the type contemplated by Section 6.1(r)), which restriction is not applicable to any similar Person, or the properties or assets of any Person, other than the Person and its Subsidiaries, or the property or assets of the Person and its Subsidiaries, so acquired, (g) prohibitions that apply by reason of any applicable Law, rule, regulation or order or are required by any Governmental Authority having jurisdiction over Holdings or any of its Subsidiaries, (h) restrictions or prohibitions that arise in connection with any Lien permitted by Section 6.2, ;
(i) restrictions relating to secured Indebtedness permitted pursuant to Sections 6.1(e), (h), (i), (j), (r) and (s), on Cash or other deposits imposed by customers under contracts entered into in each case, to the extent that such restrictions or prohibitions apply only to the property or assets securing such Indebtedness, ordinary course of business;
(j) restrictions set forth in documents which exist on the Closing Date and prohibitions under the Credit Documents and are listed on Schedule 6.04 hereto; and
(k) cash other restrictions or other deposits permitted under Section 6.2encumbrances imposed by any amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings of the contracts, instruments or obligations referred to in clauses (a) through (j) above; provided that such amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings are, in the good faith judgment of the Borrower Agent, no Credit Party nor any of its Subsidiaries shall enter into any agreement prohibiting the creation more restrictive with respect to such encumbrance and other restrictions taken as a whole than those prior to such amendment, modification, restatement, renewal, increase, supplement, refunding, replacement or assumption of any Lien upon any of its properties or assets, whether now owned or hereafter acquired, to secure the Obligationsrefinancing.
Appears in 2 contracts
Sources: Term Loan Credit Agreement (Am-Source, LLC), Abl Credit Agreement (Am-Source, LLC)
No Further Negative Pledges. Except with respect Directly or indirectly, enter into, incur or permit to exist any Contractual Obligation (other than any Loan Document or any Permitted Pari Passu Provision) that prohibits, restricts or imposes any condition upon the ability of (a) specific the Borrower or any other Loan Party to create, incur or permit to exist any Lien upon any of its property encumbered or assets (including the Capital Stock owned by the Borrower or such Loan Party), or (b) any Loan Party to secure payment make Restricted Payments to the Borrower or any other Loan Party or to make or repay loans or advances to the Borrower or any other Loan Party or to guarantee Indebtedness of particular Indebtedness the Borrower or any other Loan Party or (c) the Borrower or any Subsidiary to otherwise transfer (including by way of a pledge) property to the Borrower or a Loan Party; provided that (i) the foregoing shall not apply to restrictions and conditions imposed by Requirements of Law, (ii) the foregoing shall not apply to customary restrictions and conditions contained in agreements relating to the sale of a Subsidiary pending such sale, provided such restrictions and conditions apply only to the Subsidiary that is to be sold pursuant to an executed agreement and such sale is permitted hereunder (including, if applicable, in accordance with respect to a permitted DispositionSection 8.15), (biii) the foregoing shall not apply to restrictions or conditions imposed by reason of customary provisions restricting assignments, subletting or other transfers contained in leases, licenses and similar agreements entered into in the ordinary course of business (provided that any agreement relating to Secured Indebtedness permitted by this Agreement if such restrictions are limited or conditions apply only to the property or assets secured by securing such Liens Indebtedness (and, for the avoidance of doubt, such restrictions do not apply to any Qualified Asset or to the property Capital Stock of any Guarantor or assets subject to such leases, licenses or similar agreements, as the case may beany Qualified Asset Owner), (civ) the foregoing shall not apply to restrictions identified that are binding on Schedule 6.3, (d) restrictions in any agreement or document in effect an Other Guarantor at the time any Person such Subsidiary first becomes a Subsidiary of Holdingsthe Borrower, so long as such agreement was Contractual Obligations were not entered into in contemplation of such Person becoming a Subsidiary of Holdingsthe Borrower, (ev) the foregoing shall not apply to restrictions contained or conditions in joint venture agreements, Organizational Documents of Non-Guarantor Subsidiaries agreements and other similar agreements and applicable to Joint Ventures that are applicable solely to such Joint Venture and entered into in the ordinary course of business, (vi) the foregoing shall not apply to restrictions or conditions that are customary restrictions on leases, subleases, licenses or asset sale agreements otherwise permitted hereby so long as such restrictions solely relate to the assets of such joint ventures and Non-Guarantor Subsidiaries or Equity Interests in such joint ventures or Non-Guarantor Subsidiariessubject thereto, (fvii) clause (a) of the foregoing shall not apply to customary restrictions in or conditions restricting assignment of any agreement or other instrument entered into in the ordinary course of business, (viii) the foregoing shall not apply to provisions restricting the granting of a Person acquired security interest in Intellectual Property contained in licenses or sublicenses by the Borrower or any Subsidiary which was in existence at the time and its Subsidiaries of such acquisition Intellectual Property, which licenses and sublicenses were entered into in the ordinary course of business (but not created in contemplation thereof or which case such restriction shall relate only to provide all or any portion of the funds or credit support utilized to consummate such acquisition other than in connection with the incurrence of Indebtedness of the type contemplated by Section 6.1(r)Intellectual Property), which restriction is not applicable to any Person, or the properties or assets of any Person, other than the Person and its Subsidiaries, or the property or assets of the Person and its Subsidiaries, so acquired, (g) prohibitions that apply by reason of any applicable Law, rule, regulation or order or are required by any Governmental Authority having jurisdiction over Holdings or any of its Subsidiaries, (h) restrictions or prohibitions that arise in connection with any Lien permitted by Section 6.2, (i) restrictions relating to secured Indebtedness permitted pursuant to Sections 6.1(e), (h), (i), (j), (r) and (s), in each case, ix) the foregoing shall not apply to the extent that such restrictions or prohibitions apply only to the property or assets securing such Indebtedness, (j) restrictions and prohibitions under the Credit Documents and (k) on cash or other deposits permitted imposed by customers under Section 6.2, no Credit Party nor any contracts entered into in the ordinary course of its Subsidiaries shall enter into any agreement prohibiting the creation or assumption of any Lien upon any of its properties or assets, whether now owned or hereafter acquired, to secure the Obligationsbusiness.
Appears in 2 contracts
Sources: Credit Agreement (Americold Realty Trust), Credit Agreement (Americold Realty Trust)
No Further Negative Pledges. Except with respect to (a) specific property encumbered to secure payment of particular Indebtedness or to be sold pursuant to an executed agreement with respect to a permitted Disposition, (b) restrictions by reason of customary provisions restricting assignments, subletting or other transfers contained in leases, licenses and similar agreements entered into in the ordinary course of business (provided that such restrictions are limited to the property or assets secured by such Liens or the property or assets subject to such leases, licenses or similar agreements, as the case may be), (c) restrictions identified on Schedule 6.3, (d) restrictions in any agreement or document in effect at the time any Person becomes a Subsidiary of Holdings, so long as such agreement was not entered into in contemplation of such Person becoming a Subsidiary of Holdings, (e) restrictions contained in joint venture agreements, Organizational Documents of Non-Guarantor Subsidiaries and other similar agreements and applicable solely to the assets of such joint ventures and Non-Guarantor Subsidiaries or Equity Interests in such joint ventures or Non-Guarantor Subsidiaries, (f) restrictions in any agreement or other instrument of a Person acquired by the Borrower or any Subsidiary which was in existence at the time of such acquisition (but not created in contemplation thereof or to provide all or any portion None of the funds or credit support utilized to consummate such acquisition other than in connection with the incurrence of Indebtedness of the type contemplated by Section 6.1(r))Loan Parties shall, which restriction is not applicable to any Person, or the properties or assets of any Person, other than the Person and its Subsidiaries, or the property or assets of the Person and its Subsidiaries, so acquired, (g) prohibitions that apply by reason of any applicable Law, rule, regulation or order or are required by any Governmental Authority having jurisdiction over Holdings or nor shall they permit any of its Subsidiariestheir Subsidiaries to, (h) restrictions or prohibitions that arise in connection with any Lien permitted by Section 6.2, (i) restrictions relating to secured Indebtedness permitted pursuant to Sections 6.1(e), (h), (i), (j), (r) and (s), in each case, to the extent that such restrictions or prohibitions apply only to the property or assets securing such Indebtedness, (j) restrictions and prohibitions under the Credit Documents and (k) cash or other deposits permitted under Section 6.2, no Credit Party nor any of its Subsidiaries shall enter into any agreement prohibiting the creation or assumption of any Lien upon any of its properties or assets, whether now owned or hereafter acquired, except with respect to:
(a) specific property to secure be sold pursuant to any Disposition permitted by Section 6.06;
(b) restrictions contained in any agreement with respect to Indebtedness permitted by Section 6.01 that is secured by a Permitted Lien, but only if such restrictions apply only to the ObligationsPerson or Persons obligated under such Indebtedness and its or their Subsidiaries or the property or assets securing such Indebtedness;
(c) restrictions contained in the documentation governing Indebtedness permitted by clauses (c), (n), (q), (s), (t) and (v) of Section 6.01 (and clause (p) of Section 6.01 to the extent relating to any refinancing, refunding or replacement of Indebtedness incurred in reliance on clauses (c), (n), (q), (s), (t) and (v) of Section 6.01); provided that any such restrictions in documentation governing indebtedness permitted pursuant to clauses (q), (s), (t) and (v) of Section 6.01 shall permit the Liens created or intended to be created by the Collateral Documents;
(d) restrictions by reason of customary provisions restricting assignments, subletting or other transfers (including the granting of any Lien) contained in leases, subleases, licenses, sublicenses and other agreements entered into in the ordinary course of business (provided that such restrictions are limited to the relevant leases, subleases, licenses, sublicenses or other agreements and/or the property or assets secured by such Liens or the property or assets subject to such leases, subleases, licenses, sublicenses or other agreements, as the case may be);
(e) Permitted Liens and restrictions in the agreements relating thereto that limit the right to Dispose of or encumber the assets subject to such Liens;
(f) provisions limiting the Disposition or distribution of assets or property in joint venture agreements, sale-leaseback agreements, stock sale agreements and other similar agreements, which limitation is applicable only to the assets that are the subject of such agreements (or the Persons the stock of which is the subject of such agreement);
(g) any encumbrance or restriction assumed in connection with an acquisition of property or the Capital Stock of new Subsidiaries, so long as such encumbrance or restriction relates solely to the property so acquired (or to the Person or Persons (and its or their subsidiaries) bound thereby) and was not created in connection with or in anticipation of such acquisition;
(h) restrictions imposed by customary provisions in partnership agreements, limited liability company organizational governance documents, joint venture agreements and other similar agreements of non-Wholly-Owned Subsidiaries that restrict the transfer of the assets of, or ownership interests in, such partnership, limited liability company, joint venture or similar Person;
(i) restrictions on Cash or other deposits imposed by Persons under contracts entered into in the ordinary course of business or for whose benefit such Cash or other deposits exist;
(j) restrictions set forth in documents which exist on the ClosingThird Amendment Effective Date and are listed on Schedule 6.07 hereto;
(k) other restrictions or encumbrances imposed by any amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings of the contracts, instruments or obligations referred to in clauses (a) through (j) above; provided that such amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings are, in the good faith judgment of the Borrower Representative, no more restrictive with respect to such encumbrances and other restrictions, taken as a whole, than those prior to such amendment, modification, restatement, renewal, increase, supplement, refunding, replacement or refinancing.
Appears in 2 contracts
Sources: Credit Agreement (Osmotica Pharmaceuticals PLC), Credit Agreement (Osmotica Pharmaceuticals LTD)
No Further Negative Pledges. Except Neither Company nor any Guarantor Subsidiary shall, nor shall it permit any of their Restricted Subsidiaries to, enter into any agreement prohibiting the creation or assumption of any Lien upon any of its properties or assets, whether now owned or hereafter acquired, except with respect to to: (a) specific property encumbered to secure payment of particular Indebtedness or to be sold pursuant to an executed agreement with respect to a an asset sale permitted Dispositionhereunder, (b) restrictions contained in leases and licenses that relate only to the property or rights leased or licensed thereunder, (c) restrictions contained in any instrument, document or agreement to which any Person acquired by Company or a Restricted Subsidiary in a Permitted Acquisition is a party, provided that such restrictions (A) were not created in contemplation of such acquisition and (B) are not applicable to any Person, property or assets other than the Persons so acquired (and its Subsidiaries), (d) restrictions by reason of customary provisions restricting assignments, subletting or other transfers contained in leases, licenses and similar agreements entered into in the ordinary course of business (provided that such restrictions are limited to the property or assets secured by such Liens or the property or assets subject to such leases, licenses or similar agreements, as the case may be), (ce) restrictions identified that are binding on Schedule 6.3, (d) restrictions in any agreement or document in effect a Restricted Subsidiary at the time any Person such Restricted Subsidiary first becomes a Subsidiary of HoldingsRestricted Subsidiary, so long as such agreement was restrictions were not entered into solely in contemplation of such Person becoming a Subsidiary of Holdings, (e) restrictions contained in joint venture agreements, Organizational Documents of Non-Guarantor Subsidiaries and other similar agreements and applicable solely to the assets of such joint ventures and Non-Guarantor Subsidiaries or Equity Interests in such joint ventures or Non-Guarantor SubsidiariesRestricted Subsidiary, (f) restrictions in any agreement agreements evidencing Indebtedness permitted by Section 6.1(g), 6.1(h), 6.1(i), 6.1(n), 6.1(o), 6.1(w), 6.1(x), 6.1(y), 6.1(z) or other instrument of a Person acquired by 6.1(aa) to the Borrower extent such restrictions are usual or any Subsidiary which was customary in existence at the time agreements evidencing Indebtedness of such acquisition (but types and do not created in contemplation thereof or impair the Lien granted pursuant to provide all or any portion the Credit Documents and the provisions of Sections 5.9, 5.10 and 5.11 of this Agreement and Section 5 of the funds or credit support utilized to consummate such acquisition other than in connection with Pledge and Security Agreement and the incurrence of Indebtedness of the type contemplated by Section 6.1(r)), which restriction is not applicable to any Person, or the properties or assets of any Person, other than the Person and its Subsidiaries, or the property or assets of the Person and its Subsidiaries, so acquiredHolding Pledge Agreement, (g) prohibitions that apply by reason of any applicable Lawprovisions in the principal lease, ruleservice and operating agreements pertaining to Projects or the partnership and financing agreements relating to Projects, regulation or order or are required by any Governmental Authority having jurisdiction over Holdings or any of its Subsidiaries, (h) restrictions or prohibitions that arise in connection with any Lien permitted by Section 6.2, (i) restrictions relating to secured Indebtedness permitted pursuant to Sections 6.1(e), (h), (i), (j), (r) and (s), in each case, to the extent that such restrictions or prohibitions apply only to the property or assets securing such Indebtedness, (j) restrictions and prohibitions under the Credit Documents and (k) cash or other deposits permitted under Section 6.2, no Credit Party nor any of its Subsidiaries shall enter into any agreement prohibiting the creation or assumption of any Lien upon any of its properties or assets, whether now owned or hereafter acquired, to secure the Obligations.-149- 105376510
Appears in 1 contract
No Further Negative Pledges. Except Neither the Borrowers, the Subsidiary Guarantors nor any of their Subsidiaries shall enter into any agreement prohibiting the creation or assumption of any Lien upon any of its properties or assets, whether now owned or hereafter acquired, except with respect to to:
(a) specific property encumbered to secure payment of particular Indebtedness or to be sold pursuant to an executed asset sale permitted by Section 6.08;
(b) restrictions contained in any agreement with respect to Indebtedness permitted by Section 6.01 that is secured by a Permitted Lien, but only if such agreement applies solely to the specific asset or assets to which such Permitted Lien applies;
(c) restrictions contained in the Senior Note Indenture and the documentation governing Indebtedness permitted Dispositionby clauses (q), (br), (u), (v), (w) and (y) of Section 6.01;
(d) restrictions by reason of customary provisions restricting assignments, subletting or other transfers (including the granting of any Lien) contained in leases, licenses subleases, licenses, sublicenses and similar agreements entered into in the ordinary course of business (provided that such restrictions are limited to the property or assets secured by such Liens or the property or assets subject to such leases, licenses subleases, licenses, sublicenses or similar agreements, as the case may be), ;
(ce) restrictions identified on Schedule 6.3, (d) Permitted Liens and restrictions in the agreements relating thereto that limit the right of the Borrower Agent or any agreement of its Subsidiaries to dispose of or document transfer the assets subject to such Liens;
(f) provisions limiting the disposition or distribution of assets or property in effect at joint venture agreements, sale-leaseback agreements, stock sale agreements and other similar agreements, which limitation is applicable only to the time assets that are the subject of such agreements;
(g) any Person becomes a Subsidiary encumbrance or restriction assumed in connection with an acquisition of Holdingsproperty or new Subsidiaries, so long as such agreement encumbrance or restriction relates solely to the property so acquired and was not entered into created in contemplation connection with or in anticipation of such Person becoming a Subsidiary of Holdings, acquisition;
(eh) restrictions contained imposed by customary provisions in partnership agreements, limited liability company organizational governance documents, joint venture agreements, Organizational Documents of Non-Guarantor Subsidiaries agreements and other similar agreements and applicable solely to that restrict the assets transfer of such joint ventures and Non-Guarantor Subsidiaries or Equity Interests ownership interests in such partnership, limited liability company, joint ventures venture or Non-Guarantor Subsidiaries, (f) restrictions in any agreement or other instrument of a Person acquired by the Borrower or any Subsidiary which was in existence at the time of such acquisition (but not created in contemplation thereof or to provide all or any portion of the funds or credit support utilized to consummate such acquisition other than in connection with the incurrence of Indebtedness of the type contemplated by Section 6.1(r)), which restriction is not applicable to any similar Person, or the properties or assets of any Person, other than the Person and its Subsidiaries, or the property or assets of the Person and its Subsidiaries, so acquired, (g) prohibitions that apply by reason of any applicable Law, rule, regulation or order or are required by any Governmental Authority having jurisdiction over Holdings or any of its Subsidiaries, (h) restrictions or prohibitions that arise in connection with any Lien permitted by Section 6.2, ;
(i) restrictions relating to secured Indebtedness permitted pursuant to Sections 6.1(e), (h), (i), (j), (r) and (s), on Cash or other deposits imposed by customers under contracts entered into in each case, to the extent that such restrictions or prohibitions apply only to the property or assets securing such Indebtedness, ordinary course of business;
(j) restrictions set forth in documents which exist on the Closing Date and prohibitions under the Credit Documents and are listed on Schedule 6.04 hereto; and
(k) cash restrictions or other deposits permitted under Section 6.2encumbrances imposed by any amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings of the contracts, instruments or obligations referred to in clauses (a) through (j) above; provided that such amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings are, in the good faith judgment of the Borrower Agent, no Credit Party nor any of its Subsidiaries shall enter into any agreement prohibiting the creation more restrictive with respect to such encumbrance and other restrictions taken as a whole than those prior to such amendment, modification, restatement, renewal, increase, supplement, refunding, replacement or assumption of any Lien upon any of its properties or assets, whether now owned or hereafter acquired, to secure the Obligationsrefinancing.
Appears in 1 contract
No Further Negative Pledges. Except No Borrower shall, nor shall it permit any of its Restricted Subsidiaries to, enter into any agreement prohibiting the creation or assumption of any Lien upon any of its properties, whether now owned or hereafter acquired, for the benefit of the Secured Parties with respect to the Secured Obligations, except with respect to:
(a) specific property encumbered to secure payment of particular Indebtedness or to be sold pursuant to an executed any Disposition permitted by Section 6.07;
(b) restrictions contained in any agreement with respect to Indebtedness permitted by Section 6.01 that is secured by a permitted DispositionPermitted Lien, but only if such restrictions apply only to the Person or Persons obligated under such Indebtedness and its or their Restricted Subsidiaries or the property or assets securing such Indebtedness;
(bc) restrictions by reason of customary provisions restricting assignments, subletting or other transfers (including the granting of any Lien) contained in leases, licenses subleases, licenses, sublicenses and similar other agreements entered into in the ordinary course of business (provided that such restrictions are limited to the relevant leases, subleases, licenses, sublicenses or other agreements and/or the property or assets secured by such Liens or the property or assets subject to such leases, licenses subleases, licenses, sublicenses or similar other agreements, as the case may be), (c) restrictions identified on Schedule 6.3, ;
(d) Permitted Liens and restrictions in the agreements relating thereto that limit the right of any agreement Borrower or document any of its Restricted Subsidiaries to Dispose of, or encumber the assets subject to such Liens;
(e) provisions limiting the Disposition or distribution of assets or property in effect at joint venture agreements, sale-leaseback agreements, stock sale agreements and other similar agreements, which limitation is applicable only to the time assets that are the subject of such agreements (or the Persons the Capital Stock of which is the subject of such agreement);
(f) any Person becomes a Subsidiary encumbrance or restriction assumed in connection with an acquisition of Holdingsthe property or Capital Stock of any Person, so long as such agreement encumbrance or restriction relates solely to the property so acquired (or to the Person or Persons (and its or their subsidiaries) bound thereby) and was not entered into created in contemplation connection with or in anticipation of such Person becoming a Subsidiary of Holdings, acquisition;
(eg) restrictions contained imposed by customary provisions in partnership agreements, limited liability company organizational governance documents, joint venture agreements, Organizational Documents of Non-Guarantor Subsidiaries agreements and other similar agreements and applicable solely to the assets of such joint ventures and Non-Guarantor Subsidiaries or Equity Interests in such joint ventures or Non-Guarantor Subsidiaries, (f) restrictions in any agreement or other instrument of a Person acquired by the Borrower or any Subsidiary which was in existence at the time of such acquisition (but not created in contemplation thereof or to provide all or any portion of the funds or credit support utilized to consummate such acquisition other than in connection with the incurrence of Indebtedness of the type contemplated by Section 6.1(r)), which restriction is not applicable to any Person, or the properties or assets of any Person, other than the Person and its Subsidiaries, or the property or assets of the Person and its Subsidiaries, so acquired, (g) prohibitions that apply by reason of any applicable Law, rule, regulation or order or are required by any Governmental Authority having jurisdiction over Holdings or any of its Subsidiaries, (h) restrictions or prohibitions that arise in connection with any Lien permitted by Section 6.2, (i) restrictions relating to secured Indebtedness permitted pursuant to Sections 6.1(e), (h), (i), (j), (r) and (s)agreements, in each case, with respect to Restricted Subsidiaries that are not Wholly-Owned Subsidiaries
of a Borrower, that restrict the extent that transfer of the assets of, or ownership interests in, the relevant partnership, limited liability company, joint venture or any similar Person;
(h) restrictions on Cash or other deposits imposed by Persons under contracts entered into in the ordinary course of business or for whose benefit such Cash or other deposits exist;
(i) restrictions or prohibitions apply only to set forth in documents which exist on the property or assets securing such Indebtedness, Closing Date;
(j) restrictions and prohibitions under the Credit Documents and set forth in any Loan Document, any Hedge Agreement and/or any agreement relating to any Banking Services Obligation;
(k) cash or other deposits restrictions contained in documents governing Indebtedness permitted under Section 6.2, no Credit Party nor any of its Subsidiaries shall enter into any agreement prohibiting the creation or assumption hereunder of any Lien upon Restricted Subsidiary that is not a Loan Party; and
(l) other restrictions or encumbrances imposed by any amendment, modification, restatement, renewal, increase, supplement, refunding, replacement or refinancing of its properties the contracts, instruments or assetsobligations referred to in clauses (a) through (k) above; provided that no such amendment, whether now owned modification, restatement, renewal, increase, supplement, refunding, replacement or hereafter acquiredrefinancing is, in the good faith judgment of the Borrower Representative, more restrictive with respect to secure such encumbrances and other restrictions, taken as a whole, than those in effect prior to the Obligationsrelevant amendment, modification, restatement, renewal, increase, supplement, refunding, replacement or refinancing.
Appears in 1 contract
Sources: Credit Agreement (Indivior PLC)
No Further Negative Pledges. Except The Parent Borrower shall not, nor shall it permit any of its Restricted Subsidiaries to, enter into any agreement prohibiting the creation or assumption of any Lien upon any Collateral, whether now owned or hereafter acquired, for the benefit of the Secured Parties with respect to the Obligations, except with respect to:
(a) specific property encumbered to secure payment of particular Indebtedness or to be sold pursuant to an executed any Disposition permitted by Section 6.07;
(b) restrictions contained in any agreement with respect to Indebtedness permitted by Section 6.01 that is secured by a Permitted Lien, but only if such restrictions apply only to the Person or Persons obligated under such Indebtedness and its or their Restricted Subsidiaries or the property or assets securing such Indebtedness;
(c) restrictions contained in any ABL Facility and the documentation governing Indebtedness permitted Dispositionby clauses (i), (bj), (m), (n), (p), (q), (u), (w), (x), (z) and/or (ii) of Section 6.01, in each case, to the extent such restriction does not restrict the Secured Obligations from being secured by assets that constitute Collateral;
(d) restrictions by reason of customary provisions restricting assignments, subletting or other transfers (including the granting of any Lien) contained in leases, licenses subleases, licenses, sublicenses and similar other agreements entered into in the ordinary course of business (provided that such restrictions are limited to the relevant leases, subleases, licenses, sublicenses or other agreements and/or the property or assets secured by such Liens or the property or assets subject to such leases, licenses subleases, licenses, sublicenses or similar other agreements, as the case may be), ;
(ce) restrictions identified on Schedule 6.3, (d) Permitted Liens and restrictions in the agreements relating thereto that limit the right of Parent Borrower or any agreement of its Restricted Subsidiaries to Dispose of, or document encumber the assets subject to such Liens;
(f) provisions limiting the Disposition or distribution of assets or property in effect at joint venture agreements, sale-leaseback agreements, stock sale agreements and other similar agreements, which limitation is applicable only to the time assets that are the subject of such agreements (or the Persons the Capital Stock of which is the subject of such agreement);
(g) any Person becomes a Subsidiary encumbrance or restriction assumed in connection with an acquisition of Holdingsthe property or Capital Stock of any Person, so long as such agreement encumbrance or restriction relates solely to the property so acquired (or to the Person or Persons (and its or their subsidiaries) bound thereby) and was not created in connection with or in anticipation of such acquisition;
(h) restrictions imposed by customary provisions in partnership agreements, limited liability company organizational governance documents, joint venture agreements and other similar agreements that restrict the transfer of the assets of, or ownership interests in, the relevant partnership, limited liability company, joint venture or any similar Person;
(i) restrictions on Cash or other deposits imposed by Persons under contracts entered into in contemplation the ordinary course of business or for whose benefit such Person becoming a Subsidiary of HoldingsCash or other deposits exist;
(j) restrictions set forth in documents which exist on the Closing Date;
(k) restrictions set forth in any Loan Document, any Hedge Agreement and/or any agreement relating to any Banking Services Obligation;
(el) restrictions contained in joint venture agreements, Organizational Documents documents governing Indebtedness permitted hereunder of Non-Guarantor Subsidiaries and other similar agreements and applicable solely to the assets of such joint ventures and Non-Guarantor Subsidiaries or Equity Interests in such joint ventures or Non-Guarantor Subsidiaries, any Restricted Subsidiary that is not a Loan Party;
(fm) restrictions in on any agreement asset (or other instrument all of a Person acquired by the assets) of and/or the Capital Stock of the Parent Borrower or and/or any Restricted Subsidiary which was in existence at the time of such acquisition (but not created in contemplation thereof or is imposed pursuant to provide all or any portion of the funds or credit support utilized to consummate such acquisition other than in connection with the incurrence of Indebtedness of the type contemplated by Section 6.1(r)), which restriction is not applicable to any Person, or the properties or assets of any Person, other than the Person and its Subsidiaries, or the property or assets of the Person and its Subsidiaries, so acquired, (g) prohibitions that apply by reason of any applicable Law, rule, regulation or order or are required by any Governmental Authority having jurisdiction over Holdings or any of its Subsidiaries, (h) restrictions or prohibitions that arise an agreement entered into in connection with any Lien Disposition of such asset (or assets) and/or all or a portion of the Capital Stock of the relevant Person that is permitted or not restricted by Section 6.2, this Agreement;
(in) restrictions set forth in any agreement relating to secured Indebtedness permitted pursuant any Permitted Lien that limits the right of the Parent Borrower or any Restricted Subsidiary to Sections 6.1(e)Dispose of or encumber the assets subject thereto;
(o) restrictions contained in any agreement with respect to any NMTC Transaction; and
(p) restrictions or encumbrances imposed by any amendment, modification, restatement, renewal, increase, supplement, refunding, replacement or refinancing of the contracts, instruments or obligations referred to in clauses (h)a) through (o) above; provided that no such amendment, (i)modification, (j)restatement, (r) and (s)renewal, increase, supplement, refunding, replacement or refinancing is, in each casethe good faith judgment of the Parent Borrower, more restrictive with respect to such encumbrances and other restrictions, taken as a whole, than those in effect prior to the extent that such restrictions relevant amendment, modification, restatement, renewal, increase, supplement, refunding, replacement or prohibitions apply only to the property or assets securing such Indebtedness, (j) restrictions and prohibitions under the Credit Documents and (k) cash or other deposits permitted under Section 6.2, no Credit Party nor any of its Subsidiaries shall enter into any agreement prohibiting the creation or assumption of any Lien upon any of its properties or assets, whether now owned or hereafter acquired, to secure the Obligationsrefinancing.
Appears in 1 contract
No Further Negative Pledges. Except The Company shall not, nor shall it permit any of its Restricted Subsidiaries that are Loan Parties to, enter into any agreement prohibiting in any material respect the creation or assumption of any Lien upon any of its properties (other than Excluded Assets), whether now owned or hereafter acquired, for the benefit of the Secured Parties with respect to the Obligations, except with respect to:
(a) specific property encumbered restrictions relating to secure payment any asset (or all of particular Indebtedness or to be sold the assets) of and/or the Capital Stock of the Company and/or any Restricted Subsidiary which are imposed pursuant to an executed agreement entered into in connection with respect to any Disposition or other transfer, lease, sub-lease, license or sub-license of such asset (or assets) and/or all or a portion of the Capital Stock of the relevant Person that is permitted Disposition, or not restricted by this Agreement;
(b) restrictions contained in the Loan Documents, any Incremental Equivalent Debt, any Qualified Receivables Facility (limited to the assets securing the Indebtedness arising thereunder) or any Additional Letter of Credit Facility (limited to the assets securing the Indebtedness arising thereunder) (and clause (p) of Section 6.01 to the extent relating to any extension, refinancing, refunding or replacement of any of the foregoing);
(c) restrictions contained in any documentation governing any other Indebtedness permitted by Section 6.01 to the extent such restrictions (1)(x) are, taken as a whole, in the good-faith judgment of the Company, not materially more restrictive as concerning the Company or any Restricted Subsidiary than customary market terms for Indebtedness of such type or (y) are not materially more restrictive, taken as a whole, than the restrictions contained in this Agreement (as determined by the Company in good faith) and (2) will not materially impair the Company’s obligation or ability to make any payments required hereunder (as determined by the Company in good faith);
(d) restrictions by reason of customary provisions restricting assignments, subletting subletting, licensing, sublicensing or other transfers (including the granting of any Lien) contained in leases, licenses and similar subleases, licenses, sublicenses, joint venture agreements, asset sale agreements, trading, netting, operating, construction, service, supply, purchase, sale or other agreements entered into in the ordinary course of business (each of the foregoing, a “Covered Agreement”) (provided that such restrictions are limited to the relevant Covered Agreement and/or the property or assets secured by such Liens or the property or assets subject to such leasesCovered Agreement); [[5470263]]
(e) Permitted Liens and restrictions in the agreements relating thereto that limit the right of the Company or any of its Restricted Subsidiaries to Dispose of or encumber the assets subject to such Liens;
(f) provisions limiting the Disposition, licenses distribution or encumbrance of assets or property in joint venture agreements, sale and lease-back agreements, stock sale agreements and other similar agreements, as which limitation is applicable only to the case may beassets that are the subject of such agreements (or the Persons the Capital Stock of which is the subject of such agreement (or any “shell company” parent with respect thereto), );
(cg) restrictions identified on Schedule 6.3, (d) restrictions any encumbrance or restriction assumed in connection with an acquisition of the property or Capital Stock of any agreement or document in effect at the time any Person becomes a Subsidiary of HoldingsPerson, so long as such encumbrance or restriction relates solely to the Person and its subsidiaries (including the Capital Stock of the relevant Person or Persons) and/or property so acquired (or to the Person or Persons (and its or their subsidiaries) bound thereby) and was not created solely in connection with or in anticipation of such acquisition;
(h) restrictions imposed by customary provisions in partnership agreements, limited liability company organizational governance documents, joint venture agreements and other similar agreements that restrict the transfer of the assets of, or ownership interests in, the relevant partnership, limited liability company, joint venture or any similar Person (or any “shell company” parent with respect thereto);
(i) restrictions on Cash, Cash Equivalents or other deposits permitted under Section 6.02 and/or 6.06 and any net worth or similar requirements, including such restrictions or requirements imposed by Persons under contracts entered into in the ordinary course of business or for whose benefit such Cash or other deposits or net worth requirements exist, including any Banking Services;
(j) restrictions (i) set forth in documents which exist on the Closing Date or (ii) which are contemplated as of the Closing Date, in each case, as set forth on Schedule 6.03;
(k) restrictions contained in documents governing Indebtedness of any Restricted Subsidiary that is not a Loan Party permitted hereunder;
(l) [reserved];
(m) provisions restricting the granting of a security interest in IP Rights contained in licenses, sublicenses or cross-licenses by the Company and its Restricted Subsidiaries of such IP Rights, which licenses, sublicenses and cross-licenses were entered into in the ordinary course of business (in which case such restriction shall relate only to such IP Rights);
(n) restrictions arising under or as a result of applicable Requirements of Law or the terms of any license, authorization, concession or permit issued or granted by a Governmental Authority;
(o) restrictions with respect to a Restricted Subsidiary that was previously an Unrestricted Subsidiary, pursuant to or by reason of an agreement that such Restricted Subsidiary is a party to or entered into before the date on which such Subsidiary became a Restricted Subsidiary; provided that such agreement was not entered into in contemplation anticipation of such Person an Unrestricted Subsidiary becoming a Restricted Subsidiary and any such restriction does not extend to any assets or property of Holdings, (e) restrictions contained in joint venture agreements, Organizational Documents of Non-Guarantor Subsidiaries and other similar agreements and applicable solely to the assets of such joint ventures and Non-Guarantor Subsidiaries or Equity Interests in such joint ventures or Non-Guarantor Subsidiaries, (f) restrictions in any agreement or other instrument of a Person acquired by the Borrower Company or any other Restricted Subsidiary which was in existence at the time of such acquisition (but not created in contemplation thereof or to provide all or any portion of the funds or credit support utilized to consummate such acquisition other than in connection with the incurrence of Indebtedness of the type contemplated by Section 6.1(r)), which restriction is not applicable to any Person, or the properties or assets of any Person, other than the Person assets and its Subsidiaries, or the property or assets of the Person and its Subsidiaries, so acquired, such Subsidiary; [[5470263]]
(g) prohibitions that apply by reason of any applicable Law, rule, regulation or order or are required by any Governmental Authority having jurisdiction over Holdings or any of its Subsidiaries, (hp) restrictions or prohibitions that arise imposed in connection with any Lien Qualified Receivables Facility or similar transaction permitted hereunder; and
(q) other restrictions or encumbrances imposed by Section 6.2any amendment, modification, restatement, renewal, increase, supplement, refunding, replacement or refinancing of the contracts, instruments or obligations referred to in clauses (ia) restrictions relating to secured Indebtedness permitted pursuant to Sections 6.1(e)through (p) above; provided that no such amendment, (h)modification, (i)restatement, (j)renewal, (r) and (s)increase, supplement, refunding, replacement or refinancing is, in each casethe good faith judgment of the Company, materially more restrictive with respect to such encumbrances and other restrictions, taken as a whole, than those in effect prior to the extent that such restrictions relevant amendment, modification, restatement, renewal, increase, supplement, refunding, replacement or prohibitions apply only to the property or assets securing such Indebtedness, (j) restrictions and prohibitions under the Credit Documents and (k) cash or other deposits permitted under Section 6.2, no Credit Party nor any of its Subsidiaries shall enter into any agreement prohibiting the creation or assumption of any Lien upon any of its properties or assets, whether now owned or hereafter acquired, to secure the Obligationsrefinancing.
Appears in 1 contract
No Further Negative Pledges. Except with respect The Borrower will not, and will not permit any Domestic Subsidiary that is a Wholly-Owned Subsidiary to, to (a) specific property encumbered to secure payment of particular Indebtedness enter into, assume or to be sold pursuant to an executed agreement with respect to a permitted Disposition, (b) restrictions by reason of customary provisions restricting assignments, subletting or other transfers contained in leases, licenses and similar agreements entered into in the ordinary course of business (provided that such restrictions are limited to the property or assets secured by such Liens or the property or assets become subject to such leases, licenses or similar agreements, as the case may be), (c) restrictions identified on Schedule 6.3, (d) restrictions in any agreement or document in effect at the time any Person becomes a Subsidiary of Holdings, so long as such agreement was not entered into in contemplation of such Person becoming a Subsidiary of Holdings, (e) restrictions contained in joint venture agreements, Organizational Documents of Non-Guarantor Subsidiaries and other similar agreements and applicable solely to the assets of such joint ventures and Non-Guarantor Subsidiaries or Equity Interests in such joint ventures or Non-Guarantor Subsidiaries, (f) restrictions in any agreement or other instrument of a Person acquired by the Borrower or any Subsidiary which was in existence at the time of such acquisition (but not created in contemplation thereof or to provide all or any portion of the funds or credit support utilized to consummate such acquisition other than in connection with the incurrence of Indebtedness of the type contemplated by Section 6.1(r)), which restriction is not applicable to any Person, or the properties or assets of any Person, other than the Person and its Subsidiaries, or the property or assets of the Person and its Subsidiaries, so acquired, (g) prohibitions that apply by reason of any applicable Law, rule, regulation or order or are required by any Governmental Authority having jurisdiction over Holdings or any of its Subsidiaries, (h) restrictions or prohibitions that arise in connection with any Lien permitted by Section 6.2, (i) restrictions relating to secured Indebtedness permitted pursuant to Sections 6.1(e), (h), (i), (j), (r) and (s), in each case, to the extent that such restrictions or prohibitions apply only to the property or assets securing such Indebtedness, (j) restrictions and prohibitions under the Credit Documents and (k) cash or other deposits permitted under Section 6.2, no Credit Party nor any of its Subsidiaries shall enter into any agreement prohibiting or otherwise restricting the creation or assumption of any Lien in favor of the Agent and the Banks to secure the Debt under the Financing Documents upon any of its properties or assets, whether now owned or hereafter acquired, or requiring the grant of any security for any obligation if security is given in favor of the Agent and the Banks to secure the ObligationsDebt under the Financing Documents (including, without limitation, any agreement governing Debt that requires that such Debt share in any Liens granted to the Agent, for the benefit of the Banks, to secure the Debt under the Financing Documents), except for any such prohibitions or restrictions contained in:
(i) the Financing Documents;
(ii) the agreement or instrument governing any purchase money Debt but only to the extent such prohibitions or restrictions relate only to the property that is the subject of such purchase money financing;
(iii) any intellectual property license in which the Borrower or any Subsidiary is the licensee but only to the extent such limitations relate only to the property that is the subject of such license;
(iv) any operating lease in which the Borrower or any Subsidiary is the lessee but only to the extent such limitations relate only to the property that is the subject of such lease;
(v) any asset sale agreement (or other agreements governing the sale, lease or other disposition of assets (including stock)) but only to the extent such limitations relate only to the property that is the subject of such transaction;
(vi) the indentures or other agreements governing the Existing Negative Pledge Debt, so long as such prohibitions or restrictions are no more restrictive than those in effect on December 21, 2001;
(vii) the indentures or other agreements governing any other Debt of the Borrower and its Subsidiaries (the “Additional Negative Pledge Debt”), provided that (A) the aggregate amount of the Additional Negative Pledge Debt shall not exceed $100,000,000 at any time outstanding, (B) during any Collateral Period, the Borrower shall not incur any Additional Negative Pledge Debt if, after giving effect to such incurrence, the aggregate amount of all Additional Negative Pledge Debt outstanding would exceed seven and one-half percent (7.5%) of Consolidated Net Worth as of the date of the incurrence, and (C) such prohibitions or restrictions shall not be more restrictive than such prohibitions and restrictions contained in the 7.35% Notes Indenture.
Appears in 1 contract
Sources: Credit Agreement (CNF Inc)
No Further Negative Pledges. Except with respect to (a) specific property encumbered to secure payment of particular Indebtedness The Credit Parties will not enter into, assume or to be sold pursuant to an executed agreement with respect to a permitted Disposition, (b) restrictions by reason of customary provisions restricting assignments, subletting or other transfers contained in leases, licenses and similar agreements entered into in the ordinary course of business (provided that such restrictions are limited to the property or assets secured by such Liens or the property or assets become subject to such leases, licenses or similar agreements, as the case may be), (c) restrictions identified on Schedule 6.3, (d) restrictions in any agreement or document in effect at the time any Person becomes a Subsidiary of Holdings, so long as such agreement was not entered into in contemplation of such Person becoming a Subsidiary of Holdings, (e) restrictions contained in joint venture agreements, Organizational Documents of Non-Guarantor Subsidiaries and other similar agreements and applicable solely to the assets of such joint ventures and Non-Guarantor Subsidiaries or Equity Interests in such joint ventures or Non-Guarantor Subsidiaries, (f) restrictions in any agreement or other instrument of a Person acquired by the Borrower or any Subsidiary which was in existence at the time of such acquisition (but not created in contemplation thereof or to provide all or any portion of the funds or credit support utilized to consummate such acquisition other than in connection with the incurrence of Indebtedness of the type contemplated by Section 6.1(r)), which restriction is not applicable to any Person, or the properties or assets of any Person, other than the Person and its Subsidiaries, or the property or assets of the Person and its Subsidiaries, so acquired, (g) prohibitions that apply by reason of any applicable Law, rule, regulation or order or are required by any Governmental Authority having jurisdiction over Holdings or any of its Subsidiaries, (h) restrictions or prohibitions that arise in connection with any Lien permitted by Section 6.2, (i) restrictions relating to secured Indebtedness permitted pursuant to Sections 6.1(e), (h), (i), (j), (r) and (s), in each case, to the extent that such restrictions or prohibitions apply only to the property or assets securing such Indebtedness, (j) restrictions and prohibitions under the Credit Documents and (k) cash or other deposits permitted under Section 6.2, no Credit Party nor any of its Subsidiaries shall enter into any agreement prohibiting or otherwise restricting the creation or assumption of any Lien upon any of its properties or assets, whether now owned or hereafter acquired, acquired to secure the Credit Party Obligations, or requiring the grant of any security for such obligation if security is given for some other obligation, except (a) pursuant to this Credit Agreement and the other Credit Documents, (b) pursuant to any document or instrument governing Indebtedness incurred pursuant to Section 6.1(c); provided that any such restriction contained therein relates only to the asset or assets constructed or acquired in connection therewith, (c) 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, (d) pursuant to any document or instrument governing Indebtedness incurred pursuant to Section 6.1(i) or Section 6.1(j), (e) agreements containing customary provisions restricting subletting or assignment of any lease governing a leasehold interest of the Borrower or any of its Subsidiaries entered into in the ordinary course of business, (f) contracts containing customary provisions restricting assignment of such contract entered into by the Borrower or any of its Subsidiaries in the ordinary course of business, (g) agreements containing any restriction or encumbrance with respect to a Subsidiary imposed pursuant to an agreement that has been entered into for the sale or disposition of all or substantially all of the capital stock or assets of such Subsidiary, so long as such sale or disposition of all or substantially all of the capital stock or assets of such Subsidiary is permitted under this Credit Agreement, and (h) agreements containing restrictions on the transfer of any asset pending the close of the sale of such asset so long as such sale is permitted under this Credit Agreement.
Appears in 1 contract
Sources: Credit Agreement (Juno Lighting Inc)
No Further Negative Pledges. Except with respect to (a) specific property encumbered to secure payment of particular Indebtedness or to be sold permitted pursuant to an executed agreement with respect to a permitted Disposition, the Credit Documents; (b) restrictions by reason of customary provisions restricting assignments, subletting or other transfers contained in leases, licenses licenses, joint ventures and similar agreements entered into in the ordinary course of business (provided that such restrictions are limited to the property or assets secured by such Liens or the property or assets subject to such leases, licenses licenses, joint ventures or similar agreements, as the case may be), (c) conditions or restrictions identified existing on Schedule 6.3the Closing Date or imposed by law or any applicable rules, regulations or order of any Governmental Authority, (d) those conditions or restrictions contained in any agreement or document in effect at the time any Person becomes a Subsidiary of Holdings, so long as such agreement was not entered into in contemplation of such Person becoming a Subsidiary of Holdings, (e) restrictions contained in joint venture agreements, Organizational Documents of Non-Guarantor Subsidiaries and other similar agreements and applicable solely to the assets of such joint ventures and Non-Guarantor Subsidiaries or Equity Interests in such joint ventures or Non-Guarantor Subsidiaries, (f) restrictions in any agreement or other instrument of a Person acquired by the Borrower or any Subsidiary which was in existence at the time of such acquisition (but not created in contemplation thereof or to provide all or any portion of the funds or credit support utilized to consummate such acquisition other than in connection with the incurrence of governing Indebtedness of the type contemplated permitted by Section 6.1(r)6.1(j), which restriction Indebtedness is not applicable to any other Person, or the properties or assets of any other Person, other than the Person and its Subsidiaries, or the property or assets (including any Subsidiary of the Person and its Subsidiaries, Person) so acquired, (g) prohibitions that apply by reason of any applicable Law, rule, regulation or order or are required by any Governmental Authority having jurisdiction over Holdings or any of its Subsidiaries, (h) restrictions or prohibitions that arise in connection with any Lien permitted by Section 6.2, (i) restrictions relating to secured Indebtedness permitted pursuant to Sections 6.1(e), (h), (i), (j), (r) acquired and (s)e) those conditions or restrictions contained in any agreement or instrument with respect to replacement, in each caseextension, to the extent renewal or refinancing of existing Indebtedness; provided that such restrictions are no more restrictive in any material way than the Indebtedness being refunded, replaced, refinanced, renewed or prohibitions apply only to the property or assets securing such Indebtedness, (j) restrictions and prohibitions under the Credit Documents and (k) cash or other deposits permitted under Section 6.2extended, no Credit Party nor any of its Subsidiaries (excluding NCC or NTL (UK) Group, Inc. or any of its direct or indirect Subsidiaries in respect of their obligations under the Senior Credit Facility and the Working Capital Facility) shall enter into any agreement prohibiting the creation or assumption of any Lien upon any of its properties or assets, whether now owned or hereafter acquired, to secure the Obligations.
Appears in 1 contract
Sources: Debtor in Possession Credit and Guaranty Agreement (NTL Delaware Inc)
No Further Negative Pledges. Except with respect Neither the Borrower nor any Restricted Subsidiary will, directly or indirectly, enter into, incur or permit to (a) specific property encumbered to secure payment of particular Indebtedness or to be sold pursuant to an executed agreement with respect to a permitted Disposition, (b) restrictions by reason of customary provisions restricting assignments, subletting or other transfers contained in leases, licenses and similar agreements entered into in the ordinary course of business (provided that such restrictions are limited to the property or assets secured by such Liens or the property or assets subject to such leases, licenses or similar agreements, as the case may be), (c) restrictions identified on Schedule 6.3, (d) restrictions in any agreement or document in effect at the time any Person becomes a Subsidiary of Holdings, so long as such agreement was not entered into in contemplation of such Person becoming a Subsidiary of Holdings, (e) restrictions contained in joint venture agreements, Organizational Documents of Non-Guarantor Subsidiaries and other similar agreements and applicable solely to the assets of such joint ventures and Non-Guarantor Subsidiaries or Equity Interests in such joint ventures or Non-Guarantor Subsidiaries, (f) restrictions in exist any agreement or other instrument arrangement that prohibits, restricts or imposes any condition upon the ability of a Person acquired by the Borrower or any Restricted Subsidiary which was in existence at the time of such acquisition (but not created in contemplation thereof to create, incur or permit to provide all or any portion of the funds or credit support utilized to consummate such acquisition other than in connection with the incurrence of Indebtedness of the type contemplated by Section 6.1(r)), which restriction is not applicable to any Person, or the properties or assets of any Person, other than the Person and its Subsidiaries, or the property or assets of the Person and its Subsidiaries, so acquired, (g) prohibitions that apply by reason of any applicable Law, rule, regulation or order or are required by any Governmental Authority having jurisdiction over Holdings or any of its Subsidiaries, (h) restrictions or prohibitions that arise in connection with any Lien permitted by Section 6.2, (i) restrictions relating to secured Indebtedness permitted pursuant to Sections 6.1(e), (h), (i), (j), (r) and (s), in each case, to the extent that such restrictions or prohibitions apply only to the property or assets securing such Indebtedness, (j) restrictions and prohibitions under the Credit Documents and (k) cash or other deposits permitted under Section 6.2, no Credit Party nor any of its Subsidiaries shall enter into any agreement prohibiting the creation or assumption of exist any Lien upon any of its properties or assets, whether now owned or hereafter acquired, to secure any Obligations; provided that the Obligationsforegoing shall not apply to (a) restrictions and conditions imposed by law or by any Credit Document, (b) restrictions and conditions existing on the Closing Date identified on Schedule 6.3, and amendments, modifications, extensions and renewals thereof (including any such extension or renewal arising as a result of an extension, renewal or refinancing of any Indebtedness containing such restriction or condition), provided, in each case, that the scope of any such restriction or condition shall not have been expanded as a result thereof, (c) in the case of (i) any Restricted Subsidiary that is not a wholly-owned Restricted Subsidiary or (ii) the Equity Interests in any Person that is not a Restricted Subsidiary (including any Unrestricted Subsidiary), restrictions and conditions imposed by the Organizational Documents of such Restricted Subsidiary or such other Person or contained in any related joint venture, shareholders’ or similar agreement or, in the case of clause (ii), in any agreement or instrument relating to Indebtedness of such Person, provided in each case that such restrictions and conditions apply only to such Restricted Subsidiary and to any Equity Interests in such Restricted Subsidiary or to the Equity Interests in such other Person (including any Unrestricted Subsidiary), as applicable, (d) restrictions and conditions imposed by any agreement or document governing secured Indebtedness permitted by this Agreement, provided that such restrictions and conditions apply only to the assets securing such Indebtedness or subject to such Liens and proceeds and products of, and after-acquired property that is affixed or incorporated into, such assets, (e) restrictions and conditions imposed by agreements relating to Indebtedness permitted by Section 6.1(f), provided that such restrictions and conditions apply only to Persons that are permitted under such Section to be obligors in respect of such Indebtedness and are not less favorable to the Lenders than the restrictions and conditions imposed by such Indebtedness (or, in the case of any Refinancing Indebtedness, by the applicable Original Indebtedness) at the time such Indebtedness first became subject to Section 6.1, (f) in connection with the sale of any Equity Interests in a Subsidiary or any other assets, customary restrictions and conditions contained in agreements relating to such sale pending the completion thereof, provided that such restrictions and conditions apply only to the Subsidiary or the other assets to be sold and such sale is permitted under Section 6.8, (g) restrictions and conditions imposed by any agreement or document governing Indebtedness of any Restricted Subsidiary that is not, and is not required to become, a Credit Party hereunder, provided that such restrictions and conditions apply only to such Restricted Subsidiary, (h) restrictions and conditions imposed by customary provisions in leases, licenses and other agreements restricting the assignment thereof or, in the case of any lease or license, permitting to exist any Lien on the assets leased or licensed thereunder, (i) restrictions on cash or deposits or net worth covenants imposed by customers, suppliers or landlords under agreements entered into in the ordinary course of business, (j) customary restrictions in respect of Intellectual Property contained in licenses or sublicenses of, or other grants of rights to use or exploit, such Intellectual Property, (k) restrictions and conditions contained in any Permitted Revolving Indebtedness as in effect on the Closing Date and amendments, modifications, extensions and renewals thereof, provided, in each case, that the scope of any such restriction or condition shall not have been expanded as a result thereof, (l) restrictions contained in any agreement or instrument in effect at the time any Person becomes a Subsidiary, or any agreement or instrument assumed in connection with any acquisition of assets from any Person, provided that such agreements and instruments were not entered into solely in contemplation of such Person becoming a Subsidiary or of such acquisition of assets from such Person, and amendments, modifications, replacements, renewals or extensions thereof (including any such renewals or extension arising as a result of a renewal, extension or refinancing of any Indebtedness containing such restriction), provided, in each case, that the scope of any such restriction shall not have been expanded as a result thereof, (m) restrictions constituting Permitted Liens and (n) restrictions and conditions contained in any agreement or instrument evidencing or governing any Indebtedness permitted by Section 6.1 to the extent, in the good faith judgment of the Borrower, such restrictions and conditions are on customary market terms for Indebtedness of such type and so long as the Borrower has determined in good faith that such restrictions and conditions would not reasonably be expected to impair in any material respect the ability of the Credit Parties to meet their obligations under the Credit Documents.
Appears in 1 contract
Sources: Term Credit and Guaranty Agreement (QualTek Services Inc.)
No Further Negative Pledges. Except with respect The Credit Parties will not, nor will they permit any Domestic Subsidiary to, enter into, assume or become subject to any agreement prohibiting or otherwise restricting the creation or assumption of any Lien (including the requirement for an equal and ratable Lien) upon any of their properties or assets, whether now owned or hereafter acquired, except (a) specific property encumbered to secure payment of particular Indebtedness or to be sold pursuant to an executed agreement with respect to a permitted Disposition, this Credit Agreement and the other Credit Documents (b) restrictions by reason of pursuant to any document or instrument governing Indebtedness incurred pursuant to Section 6.1(c); provided that any such restriction contained therein relates only to the asset or assets constructed or acquired in connection therewith, (c) so long as the Liens granted pursuant to the Security Documents are not prohibited thereby, (i) customary anti-assignment provisions restricting assignments, subletting or other transfers contained in leases, licenses leases and similar licensing agreements entered into in the ordinary course of business or contained in any contract not a Material Contract, (provided that such ii) restrictions are limited imposed by law, (iii) customary restrictions contained in agreements relating to the property or assets secured by such Liens or the property or assets subject to such leases, licenses or similar agreements, as the case may be), (c) restrictions identified on Schedule 6.3, (d) restrictions in any agreement or document in effect at the time any Person becomes sale of a Subsidiary of Holdingsthe Borrower (or all or substantially all of the assets thereof) pending such sale, so long as such agreement was not entered into in contemplation of restrictions and conditions apply only to such Person becoming a Subsidiary of Holdingsand such sale is permitted hereunder, (eiv) restrictions contained in joint venture agreements, Organizational Documents of Non-Guarantor Subsidiaries and other similar agreements and applicable solely to the assets of such joint ventures and Non-Guarantor Subsidiaries or Equity Interests in such joint ventures or Non-Guarantor Subsidiaries, (f) restrictions in imposed by any agreement or other instrument of a Person acquired by the Borrower or any Subsidiary which was in existence at the time of such acquisition (but not created in contemplation thereof or to provide all or any portion of the funds or credit support utilized to consummate such acquisition other than in connection with the incurrence of Indebtedness of the type contemplated by Section 6.1(r)), which restriction is not applicable to any Person, or the properties or assets of any Person, other than the Person and its Subsidiaries, or the property or assets of the Person and its Subsidiaries, so acquired, (g) prohibitions that apply by reason of any applicable Law, rule, regulation or order or are required by any Governmental Authority having jurisdiction over Holdings or any of its Subsidiaries, (h) restrictions or prohibitions that arise in connection with any Lien permitted by Section 6.2, (i) restrictions relating to secured Indebtedness permitted pursuant to Sections 6.1(e), (h), (i), (j), (r) and (s), in each case, to the extent that by this Credit Agreement if such restrictions or prohibitions apply only to the property or assets securing such Indebtedness, (jv) restrictions and prohibitions under agreements with respect to Foreign Subsidiaries so long as any liability thereunder is non-recourse to any Credit Party, (vi) agreements with respect to joint ventures so long as any liability thereunder is non-recourse to the Credit Parties except to the extent of such Person’s ownership interest in the joint venture, and (vii) pursuant to the Subordinated Note Documents and (k) cash the documents for all other publicly held or other deposits permitted under privately placed Indebtedness incurred in accordance with Section 6.2, no Credit Party nor any of its Subsidiaries shall enter into any agreement prohibiting the creation or assumption of any Lien upon any of its properties or assets, whether now owned or hereafter acquired, to secure the Obligations6.1(p).
Appears in 1 contract
Sources: Credit Agreement (Belden Inc.)
No Further Negative Pledges. Except Enter into any agreement prohibiting the creation or assumption of any Lien upon any of its properties or assets, whether now owned or hereafter acquired, to secure the Loan Document Obligations, except with respect to to:
(a) specific property encumbered to secure payment of particular Indebtedness or to be sold pursuant to an executed agreement with respect to a permitted Disposition, (b) restrictions by reason of customary provisions restricting assignments, subletting or other transfers contained in leases, licenses and similar agreements entered into in the ordinary course of business (provided that such restrictions are limited to the property or assets secured by such Liens or the property or assets subject to such leases, licenses or similar agreements, as the case may be);
(b) restrictions imposed by (i) this Agreement or any other Loan Document, (ii) any Second Lien Loan Document as in effect on the date hereof (or in any amendment thereto if such restrictions are no less favorable in any material respect to the Lenders than the restrictions imposed by the Second Lien Loan Documents on the date hereof), (iii) the documentation in respect of any Alternative Incremental Facility Debt or any Refinancing Term Loan Indebtedness (provided that such restrictions are no less favorable in any material respect to the Lenders than the restrictions imposed by the Loan Documents in effect on the date hereof), (iv) the documentation in respect of any Alternative Incremental Second Lien Facility Debt (provided that such restrictions are no less favorable in any material respect to the Lenders than the restrictions imposed by the Second Lien Loan Documents on the date hereof) and (v) the documentation in respect of any Permitted Refinancing of any of the foregoing (provided that such restrictions are no less favorable in any material respect to the Lenders than the restrictions imposed by the documentation in respect of the Indebtedness being so refinanced);
(c) restrictions identified on Schedule 6.3, (d) restrictions in any agreement or document in effect at the time any Person a person becomes a Subsidiary of HoldingsRestricted Subsidiary, so long as such agreement was not entered into in connection with or in contemplation of such Person person becoming a Restricted Subsidiary of HoldingsBorrower, which encumbrance or restriction is not applicable to the properties or assets of any Loan Party, other than such Restricted Subsidiary, or the property or assets of the such Restricted Subsidiary, so acquired;
(d) customary provisions in partnership agreements, limited liability company organizational or governance documents, joint venture documents and other similar agreements that restrict the transfer of ownership interests in such partnership, limited liability company, joint venture or similar Person;
(e) Liens permitted to be incurred under Section 9.3 and restrictions contained in the agreements relating thereto that limit the right of Borrower or any of its Restricted Subsidiaries to Dispose of the assets subject to such Liens;
(f) customary provisions limiting the Disposition or distribution of assets or property in joint venture agreements, Organizational Documents of Nonsale-Guarantor Subsidiaries leaseback agreements, stock sale agreements and other similar agreements and agreements, which limitation is applicable only to the assets that are the subject of such agreements;
(g) restrictions on Cash or other deposits imposed by Persons under contracts entered into in the ordinary course of business or for whose benefit such Cash or deposit exists;
(h) restrictions on Liens in favor of any holder of Indebtedness permitted under Section 9.1 but solely to the assets extent any such restriction relates to the property financed by or secured by such Indebtedness;
(i) restrictions (x) existing on the Closing Date (to the extent not otherwise permitted by this Section 9.8) and set forth on Schedule 9.8 hereto and (y) to the extent agreements permitted by clause (x) are set forth in an agreement evidencing Indebtedness, are set forth in any agreement evidencing any Permitted Refinancing of such joint ventures and Non-Guarantor Subsidiaries or Equity Interests Indebtedness so long as such Permitted Refinancing does not expand the scope of the restrictions described in such joint ventures or Non-Guarantor Subsidiaries, the foregoing clause (fx);
(j) restrictions that arise in connection with cash or other deposits permitted under Section 9.10;
(k) restrictions that arise in connection with any agreement or other instrument of a Person acquired by the or merged or consolidated with or into Borrower or any Subsidiary which was of its Restricted Subsidiaries in existence at the time of such acquisition or at the time it merges with or into Borrower or any of its Restricted Subsidiaries or assumed in connection with the acquisition of assets from such Person (but but, in any such case, not created in contemplation thereof or to provide all or any portion of the funds or credit support utilized to consummate such acquisition other than in connection with the incurrence of Indebtedness of the type contemplated by Section 6.1(r)thereof), which encumbrance or restriction is not applicable to any Person, or the properties or assets of any Person, other than the Person so acquired and its Subsidiaries, or the property or assets of the Person so acquired and its Subsidiaries, Subsidiaries or the property or assets so acquired, ;
(g) prohibitions that apply by reason of any applicable Law, rule, regulation or order or are required by any Governmental Authority having jurisdiction over Holdings or any of its Subsidiaries, (hl) restrictions or prohibitions that arise in connection with any Lien permitted by Section 6.2contracts for the sale of assets, including customary restrictions with respect to a Restricted Subsidiary of Borrower pursuant to an agreement that has been entered into for the sale or disposition of all or substantially all of the Capital Stock or assets of such Restricted Subsidiary;
(im) restrictions relating to secured on Liens in favor of any holder of other Indebtedness permitted to be incurred subsequent to the Closing Date pursuant to Sections 6.1(e)the provisions of Section 9.2 hereof that are, (h), (i), (j), (r) and (s)taken as a whole, in each casethe good faith judgment of Borrower, not materially more restrictive with respect to Borrower or any Restricted Subsidiary than the restrictions contained in this Agreement and which shall not restrict the granting to the extent Administrative Agent, for the benefit of the Secured Parties, a legal, valid and enforceable security interest in the Collateral;
(n) restrictions or conditions contained in any trading, netting, operating, construction, service, supply, purchase, sale or other agreement to which Borrower or any of its Restricted Subsidiaries is a party entered into in the ordinary course of business; provided that such restrictions or prohibitions apply only to agreement prohibits the encumbrance of solely the property or assets securing of Borrower or such IndebtednessRestricted Subsidiary that are the subject to such agreement, the payment rights arising thereunder or the proceeds thereof and does not extend to any other asset or property of Borrower or such Restricted Subsidiary or the assets or property of another Restricted Subsidiary; and
(jo) restrictions and prohibitions under the Credit Documents and (k) cash or other deposits permitted under Section 6.2, no Credit Party nor conditions imposed by any Requirement of its Subsidiaries shall enter into any agreement prohibiting the creation or assumption of any Lien upon any of its properties or assets, whether now owned or hereafter acquired, to secure the ObligationsLaw.
Appears in 1 contract
Sources: First Lien Credit Agreement (International Market Centers, Inc.)
No Further Negative Pledges. Except with respect Enter into, or permit to exist, any Contractual Obligation that (a) specific property encumbered encumbers or restricts the ability of the Borrower or any Domestic Subsidiary to pledge its Property to secure payment of particular the Obligations or any renewals, refinancings, exchanges, refundings or extension thereof, except for (i) any document or instrument governing Indebtedness or to be sold incurred pursuant to an executed agreement with respect Section 8.1(c), provided that any such restriction contained therein relates only to a permitted Dispositionthe asset or assets constructed or acquired in connection therewith, (bii) any document or instrument governing Indebtedness incurred pursuant to Section 8.1(i), provided that any such restriction contained therein relates only to the Specified Real Property, (iii) 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, (iv) customary restrictions by reason of customary provisions restricting assignments, subletting or other transfers and conditions contained in leasesany agreement relating to the sale of any property permitted under Section 8.3(b) pending the consummation of such sale, licenses (v) any document or instrument governing Indebtedness incurred pursuant to Section 8.1(l), (vi) any document or instrument governing any Securitization Transaction, provided that any such restriction relates only to the applicable Securitization Receivables actually sold, conveyed or otherwise contributed pursuant to such Securitization Transaction and similar agreements (vii) customary restrictions contained in any contract, lease or governmental approval, consent, license or permit obtained and entered into in the ordinary course of business (business, provided that any such restrictions are limited to the property or assets secured by such Liens or the property or assets subject restriction relates only to such leasescontract, licenses lease or similar agreementsgovernmental approval, as the case may be)consent, license or and permit, (cb) restrictions identified on Schedule 6.3, (d) restrictions in any agreement encumbers or document in effect at restricts the time any Person becomes a Subsidiary ability of Holdings, so long as such agreement was not entered into in contemplation of such Person becoming a Subsidiary of Holdings, (e) restrictions contained in joint venture agreements, Organizational Documents of Non-Guarantor Subsidiaries and other similar agreements and applicable solely to the assets of such joint ventures and Non-Guarantor Subsidiaries or Equity Interests in such joint ventures or Non-Guarantor Subsidiaries, (f) restrictions in any agreement or other instrument of a Person acquired by the Borrower or any Domestic Subsidiary which was in existence at to act as a Loan Party pursuant to the time of such acquisition (but not created in contemplation Loan Documents or any renewals, refinancings, exchanges, refundings or extension thereof or to provide all or any portion of (c) requires the funds or credit support utilized to consummate such acquisition other than in connection with the incurrence of Indebtedness of the type contemplated by Section 6.1(r)), which restriction is not applicable to any Person, or the properties or assets grant of any Person, other than the Person and its Subsidiaries, or the security for any obligation if such property or assets of the Person and its Subsidiaries, so acquired, (g) prohibitions that apply by reason of any applicable Law, rule, regulation or order or are required by any Governmental Authority having jurisdiction over Holdings or any of its Subsidiaries, (h) restrictions or prohibitions that arise in connection with any Lien permitted by Section 6.2, (i) restrictions relating to secured Indebtedness permitted pursuant to Sections 6.1(e), (h), (i), (j), (r) and (s), in each case, to the extent that such restrictions or prohibitions apply only to the property or assets securing such Indebtedness, (j) restrictions and prohibitions under the Credit Documents and (k) cash or other deposits permitted under Section 6.2, no Credit Party nor any of its Subsidiaries shall enter into any agreement prohibiting the creation or assumption of any Lien upon any of its properties or assets, whether now owned or hereafter acquired, to secure is given as security for the Obligations.
Appears in 1 contract
Sources: Credit Agreement (Advance America, Cash Advance Centers, Inc.)
No Further Negative Pledges. Except The Borrower shall not, nor shall it permit any of its Restricted Subsidiaries to, enter into any agreement prohibiting the creation or assumption of any Lien upon any Collateral, whether now owned or hereafter acquired, for the benefit of the Secured Parties with respect to the Obligations, except with respect to:
(a) specific property encumbered to secure payment of particular Indebtedness or to be sold pursuant to an executed any Disposition permitted by Section 6.07;
(b) restrictions contained in any agreement with respect to Indebtedness permitted by Section 6.01 that is secured by a Permitted Lien, but only if such restrictions apply only to the Person or Persons obligated under such Indebtedness and its or their Restricted Subsidiaries or the property or assets securing such Indebtedness;
(c) restrictions contained in any ABL Facility, any Second Lien Facility and the documentation governing Indebtedness permitted Dispositionby clauses (j), (bm), (p), (q), (u), (w), (x), (y) and/or (aa) of Section 6.01, in each case, to the extent such restriction does not restrict the Secured Obligations from being secured by assets that constitute Collateral;
(d) restrictions by reason of customary provisions restricting assignments, subletting or other transfers (including the granting of any Lien) contained in leases, licenses subleases, licenses, sublicenses and similar other agreements entered into in the ordinary course of business (provided that such restrictions are limited to the relevant leases, subleases, licenses, sublicenses or other agreements and/or the property or assets secured by such Liens or the property or assets subject to such leases, licenses subleases, licenses, sublicenses or similar other agreements, as the case may be), ;
(ce) restrictions identified on Schedule 6.3, (d) Permitted Liens and restrictions in the agreements relating thereto that limit the right of the Borrower or any agreement of its Restricted Subsidiaries to Dispose of, or document encumber the assets subject to such Liens;
(f) provisions limiting the Disposition or distribution of assets or property in effect at joint venture agreements, sale-leaseback agreements, stock sale agreements and other similar agreements, which limitation is applicable only to the time assets that are the subject of such agreements (or the Persons the Capital Stock of which is the subject of such agreement);
(g) any Person becomes a Subsidiary encumbrance or restriction assumed in connection with an acquisition of Holdingsthe property or Capital Stock of any Person, so long as such agreement encumbrance or restriction relates solely to the property so acquired (or to the Person or Persons (and its or their subsidiaries) bound thereby) and was not created in connection with or in anticipation of such acquisition;
(h) restrictions imposed by customary provisions in partnership agreements, limited liability company organizational governance documents, joint venture agreements and other similar agreements that restrict the transfer of the assets of, or ownership interests in, the relevant partnership, limited liability company, joint venture or any similar Person;
(i) restrictions on Cash or other deposits imposed by Persons under contracts entered into in contemplation the ordinary course of business or for whose benefit such Person becoming a Subsidiary of HoldingsCash or other deposits exist;
(j) restrictions set forth in documents which exist on the Closing Date;
(k) restrictions set forth in any Loan Document, any Hedge Agreement and/or any agreement relating to any Banking Services Obligation;
(el) restrictions contained in joint venture agreements, Organizational Documents documents governing Indebtedness permitted hereunder of Non-Guarantor Subsidiaries and other similar agreements and applicable solely any Restricted Subsidiary that is not a Loan Party;
(m) restrictions on any asset (or all of the assets) of and/or the Capital Stock of the Borrower and/or any Restricted Subsidiary which is imposed pursuant to the assets an agreement entered into in connection with any Disposition of such joint ventures and Non-Guarantor Subsidiaries asset (or Equity Interests in such joint ventures assets) and/or all or Non-Guarantor Subsidiaries, a portion of the Capital Stock of the relevant Person that is permitted or not restricted by this Agreement;
(fn) restrictions set forth in any agreement or other instrument relating to any Permitted Lien that limits the right of a Person acquired by the Borrower or any Restricted Subsidiary which was in existence at to Dispose of or encumber the time of such acquisition assets subject thereto; and
(but not created in contemplation thereof or to provide all or any portion of the funds or credit support utilized to consummate such acquisition other than in connection with the incurrence of Indebtedness of the type contemplated by Section 6.1(r)), which restriction is not applicable to any Person, or the properties or assets of any Person, other than the Person and its Subsidiaries, or the property or assets of the Person and its Subsidiaries, so acquired, (g) prohibitions that apply by reason of any applicable Law, rule, regulation or order or are required by any Governmental Authority having jurisdiction over Holdings or any of its Subsidiaries, (ho) restrictions or prohibitions encumbrances imposed by any amendment, modification, restatement, renewal, increase, supplement, refunding, replacement or refinancing of the contracts, instruments or obligations referred to in clauses (a) through (n) above; provided that arise in connection with any Lien permitted by Section 6.2no such amendment, (i) restrictions relating to secured Indebtedness permitted pursuant to Sections 6.1(e)modification, (h)restatement, (i)renewal, (j)increase, (r) and (s)supplement, refunding, replacement or refinancing is, in each casethe good faith judgment of the Borrower, more restrictive with respect to such encumbrances and other restrictions, taken as a whole, than those in effect prior to the extent that such restrictions relevant amendment, modification, restatement, renewal, increase, supplement, refunding, replacement or prohibitions apply only to the property or assets securing such Indebtedness, (j) restrictions and prohibitions under the Credit Documents and (k) cash or other deposits permitted under Section 6.2, no Credit Party nor any of its Subsidiaries shall enter into any agreement prohibiting the creation or assumption of any Lien upon any of its properties or assets, whether now owned or hereafter acquired, to secure the Obligationsrefinancing.
Appears in 1 contract
Sources: First Lien Credit Agreement (Hayward Holdings, Inc.)
No Further Negative Pledges. Except The Borrowers shall not, nor shall they permit any of their Restricted Subsidiaries to, enter into any agreement prohibiting the creation or assumption of any Lien upon any of its properties, whether now owned or hereafter acquired, for the benefit of the Secured Parties with respect to the Obligations, except with respect to:
(a) specific property encumbered to secure payment of particular Indebtedness or to be sold pursuant to an executed any Disposition permitted by Section 6.07;
(b) restrictions contained in any agreement with respect to Indebtedness permitted by Section 6.01 that is secured by a Permitted Lien, but only if such restrictions apply only to the Person or Persons obligated under such Indebtedness and its or their Restricted Subsidiaries or the property or assets securing such Indebtedness;
(c) restrictions contained in the documentation governing Indebtedness permitted Dispositionby (i) clauses (c), (bd), (j), (m), (n), (q), (t), (u), (w), (x), (y) and/or (z) of Section 6.01 (and clause (p) of Section 6.01 to the extent relating to any refinancing, refunding or replacement of Indebtedness incurred in reliance on clauses (c), (d), (j), (m), (n), (q), (t), (u), (w), (x), (y) and/or (z) of Section 6.01) and (ii) this Agreement if such restrictions or conditions apply only to the property or assets securing such Indebtedness;
(d) restrictions by reason of customary provisions restricting assignments, subletting or other transfers (including the granting of any Lien) contained in leases, licenses subleases, licenses, sublicenses and similar other agreements entered into in the ordinary course of business (provided that such restrictions are limited to the relevant leases, subleases, licenses, sublicenses or other agreements and/or the property or assets secured by such Liens or the property or assets subject to such leases, licenses subleases, licenses, sublicenses or similar other agreements, as the case may be), ;
(ce) restrictions identified on Schedule 6.3, (d) Permitted Liens and restrictions in the agreements relating thereto that limit the right of the Borrowers or any agreement of their Restricted Subsidiaries to Dispose of, or document encumber the assets subject to such Liens;
(f) provisions limiting the Disposition or distribution of assets or property in effect at joint venture agreements, sale-leaseback agreements, stock sale agreements and other similar agreements, which limitation is applicable only to the time assets that are the subject of such agreements (or the Persons the Capital Stock of which is the subject of such agreement);
(g) any Person becomes a Subsidiary encumbrance or restriction assumed in connection with an acquisition of Holdingsthe property or Capital Stock of any Person, so long as such agreement encumbrance or restriction relates solely to the property so acquired (or to the Person or Persons (and its or their subsidiaries) bound thereby) and was not created in connection with or in anticipation of such acquisition;
(h) restrictions imposed by customary provisions in partnership agreements, limited liability company organizational governance documents, joint venture agreements and other similar agreements that restrict the transfer of the assets of, or ownership interests in, the relevant partnership, limited liability company, joint venture or any similar Person;
(i) restrictions on Cash or other deposits imposed by Persons under contracts entered into in contemplation the ordinary course of business or for whose benefit such Person becoming a Subsidiary of HoldingsCash or other deposits exist;
(j) restrictions set forth in documents which exist on the Closing Date;
(k) restrictions set forth in any Loan Document, any Hedge Agreement and/or any agreement relating to any Banking Services Obligation;
(el) restrictions contained in joint venture agreements, Organizational Documents documents governing Indebtedness permitted hereunder of Non-Guarantor Subsidiaries any Restricted Subsidiary that is not a Loan Party;
(m) software and other similar agreements and applicable solely licenses of IP Rights pursuant to which the Lead Borrower or any Restricted Subsidiary is the licensee of the relevant software or IP Rights, as the case may be (in which case, any prohibition or limitation shall relate only to the assets of such joint ventures and Non-Guarantor Subsidiaries or Equity Interests in such joint ventures or Non-Guarantor Subsidiaries, (f) restrictions in any agreement or other instrument of a Person acquired by that are the Borrower or any Subsidiary which was in existence at the time of such acquisition (but not created in contemplation thereof or to provide all or any portion subject of the funds applicable license); and
(n) other restrictions or credit support utilized to consummate such acquisition other than in connection with the incurrence of Indebtedness encumbrances imposed by any amendment, modification, restatement, renewal, increase, supplement, refunding, replacement or refinancing of the type contemplated by Section 6.1(r))contracts, which restriction is not applicable instruments or obligations referred to any Personin clauses (a) through (l) above; provided that no such amendment, modification, restatement, renewal, increase, supplement, refunding, replacement or refinancing is, in the properties or assets of any Person, other than the Person and its Subsidiaries, or the property or assets good faith judgment of the Person Lead Borrower, more restrictive with respect to such encumbrances and its Subsidiariesother restrictions, so acquiredtaken as a whole, (g) prohibitions that apply by reason of any applicable Law, rule, regulation or order or are required by any Governmental Authority having jurisdiction over Holdings or any of its Subsidiaries, (h) restrictions or prohibitions that arise than those in connection with any Lien permitted by Section 6.2, (i) restrictions relating to secured Indebtedness permitted pursuant to Sections 6.1(e), (h), (i), (j), (r) and (s), in each case, effect prior to the extent that such restrictions relevant amendment, modification, restatement, renewal, increase, supplement, refunding, replacement or prohibitions apply only to the property or assets securing such Indebtedness, (j) restrictions and prohibitions under the Credit Documents and (k) cash or other deposits permitted under Section 6.2, no Credit Party nor any of its Subsidiaries shall enter into any agreement prohibiting the creation or assumption of any Lien upon any of its properties or assets, whether now owned or hereafter acquired, to secure the Obligationsrefinancing.
Appears in 1 contract
No Further Negative Pledges. Except with respect Each of the Credit Parties will not, nor will it permit any Subsidiary to, enter into, assume or become 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 (a) specific property encumbered to secure payment of particular Indebtedness or to be sold pursuant to an executed agreement with respect to a permitted Dispositionthis Agreement and the other Credit Documents, (b) restrictions by reason of customary provisions restricting assignments, subletting pursuant to any document or other transfers contained in leases, licenses and similar agreements entered into in the ordinary course of business (instrument governing Indebtedness incurred pursuant to Section 6.1(c); provided that any such restrictions are limited restriction contained therein relates only to the property asset or assets secured by such Liens constructed or acquired in connection therewith, (c) pursuant to the Existing Convertible Notes Indenture as originally in effect or the property Senior Indenture as in effect on the Effective Date, (d) pursuant to any document governing Indebtedness of a Foreign Subsidiary (other than the Dutch Borrower and Alliance AG) constituting local lines of credit permitted pursuant to Section 6.1(l) may contain such prohibitions or restrictions which are applicable only to such Foreign Subsidiaries and their Subsidiaries (but not applicable to the assets of the Dutch Borrower or Alliance AG or the equity interests in any Material Foreign Subsidiary), (e) such prohibitions or restrictions affecting one or more Immaterial Subsidiaries, (f) 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 leases, licenses or similar agreements, as the case may be)Permitted Lien, (cg) restrictions identified on Schedule 6.3, (d) restrictions in any agreement instrument governing Indebtedness or document in effect at the time any Person becomes a Subsidiary of Holdings, so long as such agreement was not entered into in contemplation of such Person becoming a Subsidiary of Holdings, (e) restrictions contained in joint venture agreements, Organizational Documents of Non-Guarantor Subsidiaries and other similar agreements and applicable solely to the assets of such joint ventures and Non-Guarantor Subsidiaries or Equity Interests in such joint ventures or Non-Guarantor Subsidiaries, (f) restrictions in any agreement or other instrument Capital Stock of a Person acquired by the Borrower Company or any Subsidiary which was of its Subsidiaries as in existence effect at the time of such acquisition (but not created in contemplation thereof except to the extent such Indebtedness or to provide all or any portion of the funds or credit support utilized to consummate such acquisition other than Capital Stock was incurred in connection with the incurrence or in contemplation of Indebtedness of the type contemplated by Section 6.1(r)such acquisition), which encumbrance or restriction is not applicable to any Person, or the properties or assets of any Person, other than the Person and its SubsidiariesPerson, or the property or assets of the Person and its SubsidiariesPerson, so acquired; provided that, (g) prohibitions that apply by reason in the case of any applicable LawIndebtedness, rule, regulation or order or are required by any Governmental Authority having jurisdiction over Holdings or any of its Subsidiariessuch Indebtedness was otherwise permitted to be incurred hereunder, (h) restrictions customary non-assignment provisions in contracts and licenses entered into in the ordinary course of business in respect of such contract or prohibitions that arise in connection with any Lien permitted by Section 6.2license, as the case may be, (i) purchase money obligations for property acquired in the ordinary course of business and Capital Lease obligations that impose restrictions relating to secured Indebtedness permitted pursuant to Sections 6.1(e), (h), (i), (j), (r) and (s), in each case, to the extent that such restrictions or prohibitions apply only to on the property purchased or assets securing such Indebtednessleased, (j) restrictions and prohibitions under any agreement for the Credit Documents sale or other disposition of a Subsidiary that restricts distributions by that Subsidiary pending its sale or other disposition and (k) cash or customary provisions in joint venture agreements and other deposits permitted under Section 6.2, no Credit Party nor any of its Subsidiaries shall enter into any agreement prohibiting the creation or assumption of any Lien upon any of its properties or assets, whether now owned or hereafter acquired, similar agreements applicable to secure the Obligationsjoint ventures constituting Permitted Investments and applicable solely to such joint venture.
Appears in 1 contract
Sources: Amendment and Restatement Agreement (Alliance One International, Inc.)
No Further Negative Pledges. Except The Borrower shall not, nor shall it permit any of its Restricted Subsidiaries to, enter into any agreement prohibiting the creation or assumption of any Lien upon any of its properties, whether now owned or hereafter acquired, for the benefit of the Secured Parties with respect to the Obligations, except with respect to:
(a) specific property encumbered to secure payment of particular Indebtedness or to be sold pursuant to an executed any Disposition permitted by Section 6.07;
(b) restrictions contained in any agreement with respect to Indebtedness permitted by Section 6.01 that is secured by a Permitted Lien, but only if such restrictions apply only to the Person or Persons obligated under such Indebtedness and its or their Restricted Subsidiaries or the property or assets securing such Indebtedness;
(c) restrictions contained in the documentation governing Indebtedness permitted Dispositionby clauses (j), (bm), (q), (u), (w) and/or (z) of Section 6.01 (and clause (p) of Section 6.01 to the extent relating to any refinancing, refunding or replacement of Indebtedness incurred in reliance on clauses (a), (j), (m), (q), (u), (w) and/or (z) of Section 6.01);
(d) restrictions by reason of customary provisions restricting assignments, subletting or other transfers (including the granting of any Lien) contained in leases, licenses subleases, licenses, sublicenses and similar other agreements entered into in the ordinary course of business (provided that such restrictions are limited to the relevant leases, subleases, licenses, sublicenses or other agreements and/or the property or assets secured by such Liens or the property or assets subject to such leases, licenses subleases, licenses, sublicenses or similar other agreements, as the case may be), ;
(ce) restrictions identified on Schedule 6.3, (d) Permitted Liens and restrictions in the agreements relating thereto that limit the right of the Borrower or any agreement of its Restricted Subsidiaries to Dispose of, or document encumber the assets subject to such Liens;
(f) provisions limiting the Disposition or distribution of assets or property that is not (or is not required to be) Collateral in effect at Joint Venture agreements, sale-leaseback agreements, stock sale agreements and other similar agreements, which limitation is applicable only to the time assets that are the subject of such agreements (or the Persons the Capital Stock of which is the subject of such agreement);
(g) any Person becomes a Subsidiary encumbrance or restriction assumed in connection with an acquisition of Holdingsthe property or Capital Stock of any Person, so long as such agreement encumbrance or restriction relates solely to the property so acquired (or to the Person or Persons (and its or their subsidiaries) bound thereby) and was not created in connection with or in anticipation of such acquisition;
(h) restrictions imposed by customary provisions in partnership agreements, limited liability company organizational governance documents, joint venture agreements and other similar agreements that restrict the transfer of the assets of, or ownership interests in, the relevant partnership, limited liability company, joint venture or any similar Person and which do not materially impair the ability of the Administrative Agent to exercise remedies in respect of the Collateral;
(i) restrictions on Cash or other deposits imposed by Persons under contracts entered into in contemplation the ordinary course of business or for whose benefit such Person becoming a Subsidiary Cash or other deposits exist;
(j) restrictions set forth in documents which exist on the Closing Date (i) for which the obligations of Holdings, the Borrower or its Restricted Subsidiaries do not exceed $2,500,000 or (eii) which are described on Schedule 6.03;
(k) restrictions contained in joint venture agreementsdocuments governing Indebtedness permitted hereunder of any Restricted Subsidiary that is not a Loan Party;
(l) restrictions set forth in any Loan Document, Organizational Documents any Hedge Agreement and/or any agreement relating to any Banking Service Obligation; and
(m) other restrictions or encumbrances imposed by any amendment, modification, restatement, renewal, increase, supplement, refunding, replacement or refinancing of Non-Guarantor Subsidiaries the contracts, instruments or obligations referred to in clauses (a) through (l) above; provided that no such amendment, modification, restatement, renewal, increase, supplement, refunding, replacement or refinancing is, in the good faith judgment of the Borrower, more restrictive with respect to such encumbrances and other similar agreements and applicable solely restrictions, taken as a whole, than those in effect prior to the assets of such joint ventures and Non-Guarantor Subsidiaries relevant amendment, modification, restatement, renewal, increase, supplement, refunding, replacement or Equity Interests in such joint ventures or Non-Guarantor Subsidiaries, (f) restrictions in any agreement or other instrument of a Person acquired by the Borrower or any Subsidiary which was in existence at the time of such acquisition (but not created in contemplation thereof or to provide all or any portion of the funds or credit support utilized to consummate such acquisition other than in connection with the incurrence of Indebtedness of the type contemplated by Section 6.1(r)), which restriction is not applicable to any Person, or the properties or assets of any Person, other than the Person and its Subsidiaries, or the property or assets of the Person and its Subsidiaries, so acquired, (g) prohibitions that apply by reason of any applicable Law, rule, regulation or order or are required by any Governmental Authority having jurisdiction over Holdings or any of its Subsidiaries, (h) restrictions or prohibitions that arise in connection with any Lien permitted by Section 6.2, (i) restrictions relating to secured Indebtedness permitted pursuant to Sections 6.1(e), (h), (i), (j), (r) and (s), in each case, to the extent that such restrictions or prohibitions apply only to the property or assets securing such Indebtedness, (j) restrictions and prohibitions under the Credit Documents and (k) cash or other deposits permitted under Section 6.2, no Credit Party nor any of its Subsidiaries shall enter into any agreement prohibiting the creation or assumption of any Lien upon any of its properties or assets, whether now owned or hereafter acquired, to secure the Obligationsrefinancing.
Appears in 1 contract
No Further Negative Pledges. Except with respect to (a) specific property encumbered in a manner permitted hereunder to secure payment of particular Indebtedness permitted hereunder or to be sold pursuant to an executed agreement with respect to a permitted DispositionAsset Sale, (b) any prohibition or limitation that exists pursuant to applicable Legal Requirements (including in the case of Gaming Licenses, restrictions under applicable Gaming Laws (but in all cases, excluding tribal laws)), (c) restrictions by reason of customary provisions restricting assignments, subletting or other transfers contained in leasesleases (including the Interim Tribal Land Assignment and the Ground Lease), licenses (including intellectual property licenses and Gaming Licenses), sub-licenses and similar agreements entered into in the ordinary course of business (provided that such restrictions are limited to the property or assets secured by such Liens or the property or assets subject to such Liens, leases, licenses, sub-licenses or similar agreements, as the case may be), (c) restrictions identified on Schedule 6.3, (d) restrictions by reason of customary provisions contained in any agreement joint venture agreements permitted hereunder that only apply to the joint venture (and its property or document Capital Stock issued by such person) subject thereto, (e) agreements in effect existence with respect to a person at the time any Person that such person becomes a Subsidiary of Holdings, the Borrower pursuant to a permitted Investment so long as such agreement was agreements were not entered into in anticipation or contemplation of such Person person becoming a Subsidiary of Holdings, (e) the Borrower and such restrictions contained in joint venture agreements, Organizational Documents of Non-Guarantor Subsidiaries and other similar agreements and applicable solely only apply to the assets of such joint ventures and Non-Guarantor Subsidiaries or Equity Interests in such joint ventures or Non-Guarantor Subsidiariesperson so acquired, (f) restrictions covenants in any agreement or other instrument of a Person acquired documents creating Liens permitted by the Borrower or any Subsidiary which was in existence at the time of such acquisition (but not created in contemplation thereof or to provide all or any portion of the funds or credit support utilized to consummate such acquisition other than in connection with the incurrence of Indebtedness of the type contemplated by Section 6.1(r)), which restriction is not applicable to any Person, or the properties or assets of any Person, other than the Person Sections 6.02(f) and its Subsidiaries, or the property or assets of the Person and its Subsidiaries, so acquired, (g) prohibitions that apply by reason of any applicable Law, rule, regulation or order or are required by any Governmental Authority having jurisdiction over Holdings or any of its Subsidiaries, (h) restrictions or prohibitions that arise in connection with any Lien permitted by Section 6.2, (i) restrictions relating to secured Indebtedness permitted pursuant to Sections 6.1(e), (h), (i), (j), (r) prohibiting further Liens on the properties encumbered thereby and (s)g) non-assignment provisions under agreements entered into in the ordinary course of business that only apply to such agreements, in each casethe Borrower shall not, to the extent that such restrictions or prohibitions apply only to the property or assets securing such Indebtednessand shall not permit any other Loan Party to, (j) restrictions and prohibitions under the Credit Documents and (k) cash or other deposits permitted under Section 6.2, no Credit Party nor any of its Subsidiaries shall enter into any agreement prohibiting the creation or assumption of any Lien upon any of its properties or assetsassets to secure the Obligations, whether now owned or hereafter acquired, to secure the Obligations.
Appears in 1 contract
Sources: Revolving Credit and Term Loan Agreement (Penn National Gaming Inc)
No Further Negative Pledges. Except with respect to (a) this Agreement and the other Loan Documents, (b) specific property encumbered to secure payment of particular Indebtedness that is permitted to be incurred and secured under this Agreement or to be sold pursuant to an executed agreement with respect to a sale of assets permitted Dispositionhereunder, (bc) restrictions by reason of customary provisions restricting assignments, subletting or other transfers contained in leases, licenses and similar agreements entered into in the ordinary course of business (provided that such restrictions are limited to the property or assets secured by such Liens or the property or assets subject to such leases, licenses or similar agreements, as the case may be), (c) restrictions identified on Schedule 6.3, (d) restrictions by reason of customary provisions restricting assignments, subservicing, subcontracting or other transfers contained in any agreement Servicing Agreements (provided that such restrictions are limited to the individual Servicing Agreement and related agreements or document in effect at the time any Person becomes a Subsidiary of Holdingsproperty and/or assets subject to such agreements, so long as such agreement was not entered into in contemplation of such Person becoming a Subsidiary of Holdingsthe case may be), (e) restrictions by reason of customary provisions restricting liens, assignments, subservicing, subcontracting or other transfers contained in joint venture agreements with any Specified Government Entity relating to the origination, sale, securitization and servicing of mortgage loans (provided that such restrictions are limited to the individual agreement and related agreements and/or the property or assets subject to such agreements, Organizational Documents of Non-Guarantor Subsidiaries as the case may be), and other similar agreements and applicable solely to the assets of such joint ventures and Non-Guarantor Subsidiaries or Equity Interests in such joint ventures or Non-Guarantor Subsidiaries, (f) restrictions in any agreement or other instrument of a Person acquired by the Borrower or any Subsidiary which was in existence at the time of such acquisition (but not created in contemplation thereof or to provide all or any portion of the funds or credit support utilized to consummate such acquisition other than in connection with the incurrence of Indebtedness of the type contemplated by Section 6.1(r)), which restriction is not applicable to any Person, or the properties or assets of any Person, other than the Person and its Subsidiaries, or the property or assets of the Person and its Subsidiaries, so acquired, (g) prohibitions that apply by reason of any applicable Law, rule, regulation or order or are required by any Governmental Authority having jurisdiction over Holdings or any of its Subsidiaries, (h) restrictions or prohibitions that arise in connection with any Lien permitted by Section 6.2, (i) restrictions documents relating to secured Securitization Indebtedness permitted pursuant to Sections 6.1(e), (h), (i), (j), (r) and (s), in each case, relating to the extent that such restrictions pledge or prohibitions apply only to the property or assets securing such Indebtedness, (j) restrictions and prohibitions under the Credit Documents and (k) cash or other deposits permitted under Section 6.2transfer of Equity Interests in Securitization Entities, no Credit Loan Party nor any of its Subsidiaries shall enter into any agreement prohibiting the creation or assumption of any Lien upon any of its properties or assets, whether now owned or hereafter acquired, to secure the Obligations (other than an agreement of a Securitization Entity that prohibits such Securitization Entity from creating or assuming any Lien upon its properties or assets to secure the Obligations).
Appears in 1 contract
Sources: Senior Secured Term Loan Facility Agreement (Home Loan Servicing Solutions, Ltd.)
No Further Negative Pledges. Except The Borrower shall not, nor shall it permit any of its Restricted Subsidiaries to, enter into any agreement prohibiting the creation or assumption of any Lien upon any Collateral, whether now owned or hereafter acquired, for the benefit of the Secured Parties with respect to the Obligations, except with respect to:
(a) specific property encumbered to secure payment of particular Indebtedness or to be sold pursuant to an executed any Disposition permitted by Section 6.07;
(b) restrictions contained in any agreement with respect to Indebtedness permitted by Section 6.01 that is secured by a Permitted Lien, but only if such restrictions apply only to the Person or Persons obligated under such Indebtedness and its or their Restricted Subsidiaries or the property or assets securing such Indebtedness;
(c) restrictions contained in any ABL Facility, any First Lien Facilities and the documentation governing Indebtedness permitted Dispositionby clauses (j), (bm), (p), (q), (u), (w), (x), (y) and/or (aa) of Section 6.01, in each case, to the extent such restriction does not restrict the Secured Obligations from being secured by assets that constitute Collateral;
(d) restrictions by reason of customary provisions restricting assignments, subletting or other transfers (including the granting of any Lien) contained in leases, licenses subleases, licenses, sublicenses and similar other agreements entered into in the ordinary course of business (provided that such restrictions are limited to the relevant leases, subleases, licenses, sublicenses or other agreements and/or the property or assets secured by such Liens or the property or assets subject to such leases, licenses subleases, licenses, sublicenses or similar other agreements, as the case may be), ;
(ce) restrictions identified on Schedule 6.3, (d) Permitted Liens and restrictions in the agreements relating thereto that limit the right of the Borrower or any agreement of its Restricted Subsidiaries to Dispose of, or document encumber the assets subject to such Liens;
(f) provisions limiting the Disposition or distribution of assets or property in effect at joint venture agreements, sale-leaseback agreements, stock sale agreements and other similar agreements, which limitation is applicable only to the time assets that are the subject of such agreements (or the Persons the Capital Stock of which is the subject of such agreement);
(g) any Person becomes a Subsidiary encumbrance or restriction assumed in connection with an acquisition of Holdingsthe property or Capital Stock of any Person, so long as such agreement encumbrance or restriction relates solely to the property so acquired (or to the Person or Persons (and its or their subsidiaries) bound thereby) and was not created in connection with or in anticipation of such acquisition;
(h) restrictions imposed by customary provisions in partnership agreements, limited liability company organizational governance documents, joint venture agreements and other similar agreements that restrict the transfer of the assets of, or ownership interests in, the relevant partnership, limited liability company, joint venture or any similar Person;
(i) restrictions on Cash or other deposits imposed by Persons under contracts entered into in contemplation the ordinary course of business or for whose benefit such Person becoming a Subsidiary of HoldingsCash or other deposits exist;
(j) restrictions set forth in documents which exist on the Closing Date;
(k) restrictions set forth in any Loan Document, any Hedge Agreement and/or any agreement relating to any Banking Services Obligations (eas defined in the First Lien Credit Agreement (or any equivalent term under the documentation governing any First Lien Facilities));
(l) restrictions contained in joint venture agreements, Organizational Documents documents governing Indebtedness permitted hereunder of Non-Guarantor Subsidiaries and other similar agreements and applicable solely any Restricted Subsidiary that is not a Loan Party;
(m) restrictions on any asset (or all of the assets) of and/or the Capital Stock of the Borrower and/or any Restricted Subsidiary which is imposed pursuant to the assets an agreement entered into in connection with any Disposition of such joint ventures and Non-Guarantor Subsidiaries asset (or Equity Interests in such joint ventures assets) and/or all or Non-Guarantor Subsidiaries, a portion of the Capital Stock of the relevant Person that is permitted or not restricted by this Agreement;
(fn) restrictions set forth in any agreement or other instrument relating to any Permitted Lien that limits the right of a Person acquired by the Borrower or any Restricted Subsidiary which was in existence at to Dispose of or encumber the time of such acquisition assets subject thereto; and
(but not created in contemplation thereof or to provide all or any portion of the funds or credit support utilized to consummate such acquisition other than in connection with the incurrence of Indebtedness of the type contemplated by Section 6.1(r)), which restriction is not applicable to any Person, or the properties or assets of any Person, other than the Person and its Subsidiaries, or the property or assets of the Person and its Subsidiaries, so acquired, (g) prohibitions that apply by reason of any applicable Law, rule, regulation or order or are required by any Governmental Authority having jurisdiction over Holdings or any of its Subsidiaries, (ho) restrictions or prohibitions encumbrances imposed by any amendment, modification, restatement, renewal, increase, supplement, refunding, replacement or refinancing of the contracts, instruments or obligations referred to in clauses (a) through (n) above; provided that arise in connection with any Lien permitted by Section 6.2no such amendment, (i) restrictions relating to secured Indebtedness permitted pursuant to Sections 6.1(e)modification, (h)restatement, (i)renewal, (j)increase, (r) and (s)supplement, refunding, replacement or refinancing is, in each casethe good faith judgment of the Borrower, more restrictive with respect to such encumbrances and other restrictions, taken as a whole, than those in effect prior to the extent that such restrictions relevant amendment, modification, restatement, renewal, increase, supplement, refunding, replacement or prohibitions apply only to the property or assets securing such Indebtedness, (j) restrictions and prohibitions under the Credit Documents and (k) cash or other deposits permitted under Section 6.2, no Credit Party nor any of its Subsidiaries shall enter into any agreement prohibiting the creation or assumption of any Lien upon any of its properties or assets, whether now owned or hereafter acquired, to secure the Obligationsrefinancing.
Appears in 1 contract
Sources: Second Lien Credit Agreement (Hayward Holdings, Inc.)
No Further Negative Pledges. Except with respect to (ai) specific property encumbered to secure payment of particular Indebtedness or not otherwise prohibited under this Agreement (so long as such restriction applies only to be sold pursuant the property encumbered to an executed agreement with respect to a permitted Dispositionsecure such Indebtedness), (bii) restrictions by reason of customary provisions restricting assignments, subletting or other transfers contained in leases, licenses and similar agreements entered into in the ordinary course of business (provided that such restrictions are limited to the property or assets secured by such Liens or the property property, assets or assets rights subject to such leases, licenses or similar agreements, as the case may be), (ciii) subject to the Intercreditor Agreement, the Replacement Term Loan Facility, and (iv) restrictions identified on Schedule 6.3, 7.09(b); (dv) restrictions pursuant to Contractual Obligations assumed in any agreement or document in effect at the time any Person becomes a Subsidiary of Holdingsconnection with permitted Investments, so long as such agreement was not entered into restrictions apply solely to the assets acquired in contemplation of such Person becoming a Subsidiary of Holdings, the Investment; (evi) restrictions contained in any agreement governing Indebtedness of any Loan Party or its Subsidiaries permitted hereby, so long as such restrictions are no more restrictive in any material respect than those contained in this Agreement or the other Loan Documents and (vii) provisions with respect to the creation or assumption of any such Liens (x) in joint venture agreements, Organizational Documents agreements or (y) in executed asset sale agreements or stock sale agreements governing dispositions of Non-Guarantor Subsidiaries and other similar agreements and applicable solely assets to the assets of such joint ventures and Non-Guarantor Subsidiaries or Equity Interests in such joint ventures or Non-Guarantor Subsidiaries, (f) restrictions in any agreement or other instrument of a Person acquired by the Borrower or any Subsidiary which was in existence at the time of such acquisition (but not created in contemplation thereof or to provide all or any portion of the funds or credit support utilized to consummate such acquisition other than in connection with the incurrence of Indebtedness of the type contemplated by Section 6.1(r)), which restriction is not applicable to any Person, or the properties or assets of any Person, other than the Person and its Subsidiaries, or the property or assets of the Person and its Subsidiaries, so acquired, (g) prohibitions that apply by reason of any applicable Law, rule, regulation or order or are required by any Governmental Authority having jurisdiction over Holdings or any of its Subsidiaries, (h) restrictions or prohibitions that arise in connection with any Lien extent permitted by Section 6.27.05 (provided that, for purposes of this clause (i) restrictions relating to secured Indebtedness permitted pursuant to Sections 6.1(evii), (h), (i), (j), (r) and (s), in each case, to the extent that such restrictions or prohibitions Liens may apply only to the assets or property subject to such joint venture or executed asset sale or stock sale agreement or to the assets securing such Indebtednessor property being sold, (j) restrictions and prohibitions under as the Credit Documents and (k) cash or other deposits permitted under Section 6.2case may be), no Credit Loan Party nor or any of its Subsidiaries shall enter into any agreement prohibiting the creation or assumption of any Lien upon any of its properties or assets, whether now owned or hereafter acquired, to secure the Obligations.
Appears in 1 contract
Sources: Revolving Credit Agreement (Keystone Automotive Operations Inc)
No Further Negative Pledges. Except with respect to (a) specific property encumbered to secure payment of particular Indebtedness or to be sold pursuant to an executed agreement with respect to a permitted DispositionThe Credit Parties will not, (b) restrictions by reason of customary provisions restricting assignments, subletting or other transfers contained in leases, licenses and similar agreements entered into in the ordinary course of business (provided that such restrictions are limited to the property or assets secured by such Liens or the property or assets subject to such leases, licenses or similar agreements, as the case may be), (c) restrictions identified on Schedule 6.3, (d) restrictions in any agreement or document in effect at the time any Person becomes a Subsidiary of Holdings, so long as such agreement was not entered into in contemplation of such Person becoming a Subsidiary of Holdings, (e) restrictions contained in joint venture agreements, Organizational Documents of Non-Guarantor Subsidiaries and other similar agreements and applicable solely to the assets of such joint ventures and Non-Guarantor Subsidiaries or Equity Interests in such joint ventures or Non-Guarantor Subsidiaries, (f) restrictions in any agreement or other instrument of a Person acquired by the Borrower or nor will they permit any Subsidiary which was in existence at the time of such acquisition (but not created in contemplation thereof or to provide all or any portion of the funds or credit support utilized to consummate such acquisition other than in connection with the incurrence of Indebtedness of the type contemplated by Section 6.1(r))to, which restriction is not applicable to any Person, or the properties or assets of any Person, other than the Person and its Subsidiaries, or the property or assets of the Person and its Subsidiaries, so acquired, (g) prohibitions that apply by reason of any applicable Law, rule, regulation or order or are required by any Governmental Authority having jurisdiction over Holdings or any of its Subsidiaries, (h) restrictions or prohibitions that arise in connection with any Lien permitted by Section 6.2, (i) restrictions relating to secured Indebtedness permitted pursuant to Sections 6.1(e), (h), (i), (j), (r) and (s), in each case, to the extent that such restrictions or prohibitions apply only to the property or assets securing such Indebtedness, (j) restrictions and prohibitions under the Credit Documents and (k) cash or other deposits permitted under Section 6.2, no Credit Party nor any of its Subsidiaries shall enter into or suffer to exist, any agreement prohibiting or conditioning the creation or assumption of any Lien upon any of its properties property or assetsassets except (i) pursuant to this Agreement or any Credit Document, whether now owned (ii) in connection with (A) any Indebtedness incurred under the 2007 Senior Notes or hereafter acquiredthe 2010 Senior Notes (or any refinancing thereof permitted under Section 6.1(g) or other senior notes with applicable covenants that not materially more adverse to the interest of the Lenders), (B) any Surviving Debt as in effect on the Effective Date (or any refinancing thereof permitted under Section 6.1(g)), (C) any purchase money Indebtedness permitted by Section 6.1(e) solely to secure the Obligationsextent that the agreement or instrument governing such Indebtedness prohibits a Lien on the property acquired with the proceeds of such Indebtedness, (D) any Capital Lease permitted by Section 6.1(f) solely to the extent that such Capital Lease prohibits a Lien on the property subject thereto, (E) any Indebtedness permitted by Section 6.1(k) or (F) any Indebtedness outstanding on the date any Subsidiary of the Borrower becomes such a Subsidiary (so long as such agreement was not entered into solely in contemplation of such Subsidiary becoming a Subsidiary of the Borrower), (iii) agreements relating to prohibitions on easements, rights of way or other encumbrances on title to real property and (iv) customary provisions in leases in the ordinary course of business.
Appears in 1 contract
No Further Negative Pledges. Except with respect Neither Parent nor any of its Restricted Subsidiaries will, directly or indirectly, enter into, incur or permit to (a) specific property encumbered to secure payment of particular Indebtedness or to be sold pursuant to an executed agreement with respect to a permitted Disposition, (b) restrictions by reason of customary provisions restricting assignments, subletting or other transfers contained in leases, licenses and similar agreements entered into in the ordinary course of business (provided that such restrictions are limited to the property or assets secured by such Liens or the property or assets subject to such leases, licenses or similar agreements, as the case may be), (c) restrictions identified on Schedule 6.3, (d) restrictions in any agreement or document in effect at the time any Person becomes a Subsidiary of Holdings, so long as such agreement was not entered into in contemplation of such Person becoming a Subsidiary of Holdings, (e) restrictions contained in joint venture agreements, Organizational Documents of Non-Guarantor Subsidiaries and other similar agreements and applicable solely to the assets of such joint ventures and Non-Guarantor Subsidiaries or Equity Interests in such joint ventures or Non-Guarantor Subsidiaries, (f) restrictions in exist any agreement or other instrument arrangement that prohibits, restricts or imposes any condition upon the ability of a Person acquired by the Borrower or any Subsidiary which was in existence at the time of such acquisition (but not created in contemplation thereof or to provide all or any portion of the funds or credit support utilized to consummate such acquisition other than in connection with the incurrence of Indebtedness of the type contemplated by Section 6.1(r)), which restriction is not applicable to any Person, or the properties or assets of any Person, other than the Person and its Subsidiaries, or the property or assets of the Person and its Subsidiaries, so acquired, (g) prohibitions that apply by reason of any applicable Law, rule, regulation or order or are required by any Governmental Authority having jurisdiction over Holdings Parent or any of its SubsidiariesRestricted Subsidiaries to create, (h) restrictions incur or prohibitions that arise in connection with any Lien permitted by Section 6.2, (i) restrictions relating permit to secured Indebtedness permitted pursuant to Sections 6.1(e), (h), (i), (j), (r) and (s), in each case, to the extent that such restrictions or prohibitions apply only to the property or assets securing such Indebtedness, (j) restrictions and prohibitions under the Credit Documents and (k) cash or other deposits permitted under Section 6.2, no Credit Party nor any of its Subsidiaries shall enter into any agreement prohibiting the creation or assumption of exist any Lien upon any of its properties or assets, whether now owned or hereafter acquired, to secure any Obligations; provided that the Obligationsforegoing shall not apply to (a) restrictions and conditions imposed by law or by any Credit Document, (b) restrictions and conditions existing on the date hereof and restrictions and conditions set forth in the ABL Credit Agreement as of the Closing Date, and amendments, modifications, extensions and renewals thereof (including any such extension or renewal arising as a result of an extension, renewal or refinancing of any Indebtedness containing such restriction or condition), provided, in each case, that the scope of any such restriction or condition shall not have been expanded as a result thereof, (c) in the case of any Subsidiary that is not a wholly owned Subsidiary or the Capital Stock of any Person that is not a Subsidiary or that is an Unrestricted Subsidiary, restrictions and conditions imposed by any agreement or document governing Indebtedness of such Subsidiary, Person or Unrestricted Subsidiary or by its Organizational Documents or any related joint venture, shareholders’ or similar agreement, provided in each case that such restrictions and conditions apply only to such Subsidiary and to any Capital Stock of such Subsidiary or to the Capital Stock of such other Person or Unrestricted Subsidiary, as applicable, (d) restrictions and conditions imposed by any agreement or document governing secured Indebtedness permitted by Section 6.2(r) or governing Liens permitted by clause (d), (e), (g), (i), (r), (s) or (y) of the definition of the term “Permitted Liens”, provided that such restrictions and conditions apply only to the assets securing such Indebtedness or subject to such Liens, (e) restrictions and conditions imposed by agreements relating to Indebtedness permitted by Section 6.2(f), provided that such restrictions and conditions apply only to Persons that are permitted under such Section to be obligors in respect of such Indebtedness and are not less favorable to the Lenders than the restrictions and conditions imposed by such Indebtedness (or, in the case of any refunding Indebtedness in respect thereof incurred pursuant to Section 6.2(m), by the applicable Indebtedness originally incurred under Section 6.2(f)) at the time such Indebtedness first became subject to Section 6.2, (f) in connection with the sale of any Capital Stock of a Subsidiary or any other assets, customary restrictions and conditions contained in agreements relating to such sale pending the completion thereof, provided that such restrictions and conditions apply only to the Subsidiary or the other assets to be sold and such sale is permitted under Section 6.4, (g) restrictions and conditions imposed by any agreement or document governing Indebtedness of any Restricted Subsidiary that is not, and is not required to become, a Credit Party hereunder, provided that such restrictions and conditions apply only to such Restricted Subsidiary, and (h) restrictions and conditions imposed by customary provisions in leases, licenses and other agreements restricting the assignment thereof or, in the case of any lease or license, permitting to exist any Lien on the assets leased or licensed thereunder. Nothing in this Section 6.9 shall be deemed to modify the requirements set forth in the definition of the term “Collateral and Guarantee Requirement” or the obligations of the Credit Parties under Sections 5.9, 5.10 or 5.11 or under the Collateral Documents.
Appears in 1 contract
No Further Negative Pledges. Except The Borrower shall not, nor shall it permit any of its Restricted Subsidiaries that are Loan Parties to, enter into any agreement prohibiting in any material respect the creation or assumption of any Lien upon any of its properties (other than Excluded Assets), whether now owned or hereafter acquired, for the benefit of the Secured Parties with respect to the Obligations, except with respect to:
(a) specific property encumbered restrictions relating to secure payment any asset (or all of particular Indebtedness or to be sold the assets) of and/or the Capital Stock of the Borrower and/or any Restricted Subsidiary which are imposed pursuant to an executed agreement entered into in connection with respect to any Disposition or other transfer, lease, sublease, license or sub-license of such asset (or assets) and/or all or a portion of the Capital Stock of the relevant Person that is permitted Disposition, or not restricted by this Agreement;
(b) restrictions contained in the Loan Documents, any Incremental Equivalent Debt, any Qualified Receivables Facility or any Additional Letter of Credit Facility (and in any Indebtedness permitted under Section 6.01(p) to the extent relating to any extension, refinancing, refunding or replacement of any of the foregoing);
(c) restrictions contained in any documentation governing any Indebtedness permitted by Section 6.01 to the extent such restrictions (1)(x) are, taken as a whole, in the good-faith judgment of the Borrower, not materially more restrictive as concerning the Borrower or any Restricted Subsidiary than customary market terms for Indebtedness of such type or (y) are not materially more restrictive, taken as a whole, than the restrictions contained in this Agreement (as determined by the Borrower in good faith) and (2) will not materially impair any Borrower’s obligation or ability to make any payments required hereunder (as determined by the Borrower in good faith);
(d) restrictions by reason of customary provisions restricting assignments, subletting subletting, licensing, sublicensing or other transfers (including the granting of any Lien) contained in leases, licenses and similar subleases, licenses, sublicenses, joint venture agreements, asset sale agreements, trading, netting, operating, construction, service, supply, purchase, sale or other agreements entered into in the ordinary course of business (each of the foregoing, a “Covered Agreement”) (provided that such restrictions are limited to the relevant Covered Agreement and/or the property or assets secured by such Liens or the property or assets subject to such leasesCovered Agreement);
(e) Permitted Liens and restrictions in the agreements relating thereto that limit the right of the Borrower or any of its Restricted Subsidiaries to Dispose of or encumber the assets subject to such Liens;
(f) provisions limiting the Disposition, licenses distribution or encumbrance of assets or property in joint venture agreements, sale and lease-back agreements, stock sale agreements and other similar agreements, as which limitation is applicable only to the case may beassets that are the subject of such agreements (or the Persons the Capital Stock of which is the subject of such agreement (or any “shell company” parent with respect thereto), );
(cg) restrictions identified on Schedule 6.3, (d) restrictions any encumbrance or restriction assumed in connection with an acquisition of the property or Capital Stock of any agreement or document in effect at the time any Person becomes a Subsidiary of HoldingsPerson, so long as such encumbrance or restriction relates solely to the Person and its subsidiaries (including the Capital Stock of the relevant Person or Persons) and/or property so acquired (or to the Person or Persons (and its or their subsidiaries) bound thereby) and was not created solely in connection with or in anticipation of such acquisition;
(h) restrictions imposed by customary provisions in partnership agreements, limited liability company organizational governance documents, joint venture agreements and other similar agreements (i) relating to the transfer of the assets of, or ownership interests in, the relevant partnership, limited liability company, joint venture or any similar Person (or any “shell company” parent with respect thereto) , (ii) relating to such joint venture or its members and/or (iii) otherwise entered into in the ordinary course of business;
(i) restrictions on Cash or other deposits and any net worth or similar requirements, including such restrictions or requirements imposed by Persons under contracts entered into in the ordinary course of business or for whose benefit such Cash or other deposits or net worth requirements exist;
(j) restrictions (i) set forth in documents which exist on the Closing Date or (ii) which are contemplated as of the Closing Date;
(k) restrictions contained in documents governing Indebtedness of any Restricted Subsidiary that is not a Loan Party permitted hereunder;
(l) restrictions in Indebtedness permitted by Section 6.01 that is secured by a Permitted Lien if the relevant restriction applies only to the Persons obligated under such Indebtedness and its Restricted Subsidiaries or the assets intended to secure such Indebtedness;
(m) provisions restricting the granting of a security interest in IP Rights contained in licenses, sublicenses or cross-licenses by the Borrower and its Restricted Subsidiaries of such IP Rights, which licenses, sublicenses and cross-licenses were entered into in the ordinary course of business (in which case such restriction shall relate only to such IP Rights);
(n) restrictions arising under or as a result of applicable Requirements of Law or the terms of any license, authorization, concession or permit issued or granted by a Governmental Authority;
(o) restrictions with respect to a Restricted Subsidiary that was previously an Unrestricted Subsidiary, pursuant to or by reason of an agreement that such Restricted Subsidiary is a party to or entered into before the date on which such Subsidiary became a Restricted Subsidiary; provided that such agreement was not entered into in contemplation anticipation of an Unrestricted Subsidiary becoming a Restricted Subsidiary and any such restriction does not extend to any assets or property of the Borrower or any other Restricted Subsidiary other than the assets and property of such Person becoming a Subsidiary of Holdings, Subsidiary;
(ep) restrictions contained imposed in joint venture agreements, Organizational Documents of Non-Guarantor Subsidiaries and other connection with any Qualified Receivables Facility or similar agreements and applicable solely to the assets of such joint ventures and Non-Guarantor Subsidiaries or Equity Interests in such joint ventures or Non-Guarantor Subsidiaries, transaction permitted hereunder;
(fq) restrictions in any Hedge Agreement and/or any agreement or other instrument of a Person acquired by the Borrower or any Subsidiary which was in existence at the time of such acquisition (but not created in contemplation thereof or to provide all or any portion of the funds or credit support utilized to consummate such acquisition other than in connection with the incurrence of Indebtedness of the type contemplated by Section 6.1(r)), which restriction is not applicable to any Person, or the properties or assets of any Person, other than the Person and its Subsidiaries, or the property or assets of the Person and its Subsidiaries, so acquired, (g) prohibitions that apply by reason of any applicable Law, rule, regulation or order or are required by any Governmental Authority having jurisdiction over Holdings or any of its Subsidiaries, (h) restrictions or prohibitions that arise in connection with any Lien permitted by Section 6.2, (i) restrictions relating to secured Indebtedness permitted pursuant to Sections 6.1(e), (h), (i), (j), Banking Services; and
(r) and (s)other restrictions or encumbrances imposed by any amendment, modification, restatement, renewal, increase, supplement, refunding, replacement or refinancing of the contracts, instruments or obligations referred to in the preceding clauses of this Section; provided that no such amendment, modification, restatement, renewal, increase, supplement, refunding, replacement or refinancing is, in each casethe good faith judgment of the Borrower, materially more restrictive with respect to such encumbrances and other restrictions, taken as a whole, than those in effect prior to the extent that such restrictions relevant amendment, modification, restatement, renewal, increase, supplement, refunding, replacement or prohibitions apply only to the property or assets securing such Indebtedness, (j) restrictions and prohibitions under the Credit Documents and (k) cash or other deposits permitted under Section 6.2, no Credit Party nor any of its Subsidiaries shall enter into any agreement prohibiting the creation or assumption of any Lien upon any of its properties or assets, whether now owned or hereafter acquired, to secure the Obligationsrefinancing.
Appears in 1 contract
Sources: First Lien Credit Agreement (Ranpak Holdings Corp.)
No Further Negative Pledges. Except with respect to (a) specific property encumbered to secure payment of particular Indebtedness or not otherwise prohibited under this Agreement (so long as such restriction applies only to be sold pursuant the property encumbered to an executed agreement with respect to a permitted Dispositionsecure such Indebtedness), (b) restrictions by reason of customary provisions restricting assignments, subletting or other transfers contained in leases, licenses and similar agreements entered into in the ordinary course of business (provided that such restrictions are limited to the property or assets secured by such Liens or the property property, assets or assets rights subject to such leases, licenses or similar agreements, as the case may be), (c) subject to the Intercreditor Agreement, the Replacement Revolving Credit Facility, and (d) restrictions identified on Schedule 6.3, ; (de) restrictions pursuant to contractual obligations assumed in any agreement or document in effect at the time any Person becomes a Subsidiary of Holdingsconnection with permitted Investments, so long as such agreement was not entered into restrictions apply solely to the assets acquired in contemplation of such Person becoming a Subsidiary of Holdings, the Investment; and (ef) restrictions contained in joint venture agreementsany agreement governing Indebtedness of any Credit Party or its Subsidiaries permitted hereby, Organizational Documents of Non-Guarantor Subsidiaries and other similar agreements and applicable solely to the assets of so long as such joint ventures and Non-Guarantor Subsidiaries or Equity Interests in such joint ventures or Non-Guarantor Subsidiaries, (f) restrictions are no more restrictive in any agreement or other instrument of a Person acquired by the Borrower or any Subsidiary which was material respect than those contained in existence at the time of such acquisition (but not created in contemplation thereof or to provide all or any portion of the funds or credit support utilized to consummate such acquisition other than in connection with the incurrence of Indebtedness of the type contemplated by Section 6.1(r)), which restriction is not applicable to any Person, this Agreement or the properties or assets of any Person, other than the Person Credit Documents and its Subsidiaries, or the property or assets of the Person and its Subsidiaries, so acquired, (g) prohibitions that apply by reason provisions with respect to the creation or assumption of any applicable Law, rule, regulation such Liens (i) in joint venture agreements or order (ii) in executed asset sale agreements or are required by any Governmental Authority having jurisdiction over Holdings or any stock sale agreements governing dispositions of its Subsidiaries, (h) restrictions or prohibitions that arise in connection with any Lien assets to the extent permitted by Section 6.26.8 (provided that, for purposes of this clause (i) restrictions relating to secured Indebtedness permitted pursuant to Sections 6.1(eg), (h), (i), (j), (r) and (s), in each case, to the extent that such restrictions or prohibitions Liens may apply only to the assets or property subject to such joint venture or executed asset sale or stock sale agreement or to the assets securing such Indebtednessor property being sold, (j) restrictions and prohibitions under as the Credit Documents and (k) cash or other deposits permitted under Section 6.2case may be), no Credit Party nor or any of its Subsidiaries shall enter into any agreement prohibiting the creation or assumption of any Lien upon any of its properties or assets, whether now owned or hereafter acquired, to secure the Obligations.
Appears in 1 contract
Sources: Credit and Guaranty Agreement (Keystone Automotive Operations Inc)
No Further Negative Pledges. Except Neither Holdings nor any of its Subsidiaries shall enter into any agreement (other than the Loan Documents) prohibiting the creation or assumption of any Lien upon any of its properties or assets, whether now owned or hereafter acquired, except with respect to (a) specific property encumbered to secure payment of particular Indebtedness or to be sold pursuant to an executed agreement with respect to a permitted Disposition, (bi) restrictions by reason of customary provisions restricting assignmentsassignment, subletting or other transfers contained in leases, licenses and similar agreements entered into in the ordinary course of business (provided that such restrictions are limited to the property or assets secured by such Liens or the property or assets subject to such leases, licenses or similar agreements, as the case may be), (cii) purchase money Indebtedness and Capital Leases permitted to be incurred under this subsection, Permitted Encumbrances described in clause (iii) of such defined term or Liens permitted under subsection 7.2A(ii) and restrictions in the agreements relating thereto that limit the right of the Company to dispose of or transfer the assets subject to such Liens, (iii) restrictions identified on Schedule 6.3imposed by customary provisions in partnership agreements, limited liability company organizational governance documents, joint venture agreements and other similar agreements that restrict the transfer of ownership interests in such partnership, limited liability company, joint venture or similar Person, (div) restrictions in any specific property encumbered to secure payment of particular Indebtedness or to be sold pursuant to an executed agreement or document in effect at the time any Person becomes with respect to a Subsidiary permitted Asset Sale and other permitted sales of Holdings, so long as such agreement was not entered into in contemplation of such Person becoming a Subsidiary of Holdingsassets, (ev) restrictions contained in agreements with respect to Indebtedness incurred by any Foreign Subsidiary in accordance with this Agreement; provided that such restrictions are limited to the property or assets of such Foreign Subsidiary, and (vi) provisions limiting the disposition or distribution of assets or property in joint venture agreements, Organizational Documents of Nonsale-Guarantor Subsidiaries leaseback agreements, stock sale agreements and other similar agreements and agreements, which limitation is applicable solely only to the assets that are the subject of such joint ventures and Non-Guarantor Subsidiaries or Equity Interests in such joint ventures or Non-Guarantor Subsidiaries, (f) restrictions in any agreement or other instrument of a Person acquired by the Borrower or any Subsidiary which was in existence at the time of such acquisition (but not created in contemplation thereof or to provide all or any portion of the funds or credit support utilized to consummate such acquisition other than in connection with the incurrence of Indebtedness of the type contemplated by Section 6.1(r)), which restriction is not applicable to any Person, or the properties or assets of any Person, other than the Person and its Subsidiaries, or the property or assets of the Person and its Subsidiaries, so acquired, (g) prohibitions that apply by reason of any applicable Law, rule, regulation or order or are required by any Governmental Authority having jurisdiction over Holdings or any of its Subsidiaries, (h) restrictions or prohibitions that arise in connection with any Lien permitted by Section 6.2, (i) restrictions relating to secured Indebtedness permitted pursuant to Sections 6.1(e), (h), (i), (j), (r) and (s), in each case, to the extent that such restrictions or prohibitions apply only to the property or assets securing such Indebtedness, (j) restrictions and prohibitions under the Credit Documents and (k) cash or other deposits permitted under Section 6.2, no Credit Party nor any of its Subsidiaries shall enter into any agreement prohibiting the creation or assumption of any Lien upon any of its properties or assets, whether now owned or hereafter acquired, to secure the Obligationsagreements.
Appears in 1 contract
No Further Negative Pledges. Except with respect Neither Parent nor any of its Restricted Subsidiaries will, directly or indirectly, enter into, incur or permit to (a) specific property encumbered to secure payment of particular Indebtedness or to be sold pursuant to an executed agreement with respect to a permitted Disposition, (b) restrictions by reason of customary provisions restricting assignments, subletting or other transfers contained in leases, licenses and similar agreements entered into in the ordinary course of business (provided that such restrictions are limited to the property or assets secured by such Liens or the property or assets subject to such leases, licenses or similar agreements, as the case may be), (c) restrictions identified on Schedule 6.3, (d) restrictions in any agreement or document in effect at the time any Person becomes a Subsidiary of Holdings, so long as such agreement was not entered into in contemplation of such Person becoming a Subsidiary of Holdings, (e) restrictions contained in joint venture agreements, Organizational Documents of Non-Guarantor Subsidiaries and other similar agreements and applicable solely to the assets of such joint ventures and Non-Guarantor Subsidiaries or Equity Interests in such joint ventures or Non-Guarantor Subsidiaries, (f) restrictions in exist any agreement or other instrument arrangement that prohibits, restricts or imposes any condition upon the ability of a Person acquired by the Borrower or any Subsidiary which was in existence at the time of such acquisition (but not created in contemplation thereof or to provide all or any portion of the funds or credit support utilized to consummate such acquisition other than in connection with the incurrence of Indebtedness of the type contemplated by Section 6.1(r)), which restriction is not applicable to any Person, or the properties or assets of any Person, other than the Person and its Subsidiaries, or the property or assets of the Person and its Subsidiaries, so acquired, (g) prohibitions that apply by reason of any applicable Law, rule, regulation or order or are required by any Governmental Authority having jurisdiction over Holdings Parent or any of its SubsidiariesRestricted Subsidiaries to create, (h) restrictions incur or prohibitions that arise in connection with any Lien permitted by Section 6.2, (i) restrictions relating permit to secured Indebtedness permitted pursuant to Sections 6.1(e), (h), (i), (j), (r) and (s), in each case, to the extent that such restrictions or prohibitions apply only to the property or assets securing such Indebtedness, (j) restrictions and prohibitions under the Credit Documents and (k) cash or other deposits permitted under Section 6.2, no Credit Party nor any of its Subsidiaries shall enter into any agreement prohibiting the creation or assumption of exist any Lien upon any of its properties or assets, whether now owned or hereafter acquired, to secure any Obligations; provided that the Obligationsforegoing shall not apply to (a) restrictions and conditions imposed by law or by any Credit Document, (b) restrictions and conditions existing on the date hereof and restrictions and conditions set forth in the ABL Credit Agreement as of the Amendment and Restatement Effective Date, and amendments, modifications, extensions and renewals thereof (including any such extension or renewal arising as a result of an extension, renewal or refinancing of any Indebtedness containing such restriction or condition), provided, in each case, that the scope of any such restriction or condition shall not have been expanded as a result thereof, (c) in the case of any Subsidiary that is not a wholly owned Subsidiary or the Capital Stock of any Person that is not a Subsidiary or that is an Unrestricted Subsidiary, restrictions and conditions imposed by any agreement or document governing Indebtedness of such Subsidiary, Person or Unrestricted Subsidiary or by its Organizational Documents or any related joint venture, shareholders’ or similar agreement, provided in each case that such restrictions and conditions apply only to such Subsidiary and to any Capital Stock of such Subsidiary or to the Capital Stock of such other Person or Unrestricted Subsidiary, as applicable, (d) restrictions and conditions imposed by any agreement or document governing secured Indebtedness permitted by Section 6.2(r) or governing Liens permitted by clause (d), (e), (g), (i), (r), (s) or (y) of the definition of the term “Permitted Liens”, provided that such restrictions and conditions apply only to the assets securing such Indebtedness or subject to such Liens, (e) restrictions and conditions imposed by agreements relating to Indebtedness permitted by Section 6.2(f), provided that such restrictions and conditions apply only to Persons that are permitted under such Section to be obligors in respect of such Indebtedness and are not less favorable to the Lenders than the restrictions and conditions imposed by such Indebtedness (or, in the case of any refunding Indebtedness in respect thereof incurred pursuant to Section 6.2(m), by the applicable Indebtedness originally incurred under Section 6.2(f)) at the time such Indebtedness first became subject to Section 6.2, (f) in connection with the sale of any Capital Stock of a Subsidiary or any other assets, customary restrictions and conditions contained in agreements relating to such sale pending the completion thereof, provided that such restrictions and conditions apply only to the Subsidiary or the other assets to be sold and such sale is permitted under Section 6.4, (g) restrictions and conditions imposed by any agreement or document governing Indebtedness of any Restricted Subsidiary that is not, and is not required to become, a Credit Party hereunder, provided that such restrictions and conditions apply only to such Restricted Subsidiary, and (h) restrictions and conditions imposed by customary provisions in leases, licenses and other agreements restricting the assignment thereof or, in the case of any lease or license, permitting to exist any Lien on the assets leased or licensed thereunder. Nothing in this Section 6.9 shall be deemed to modify the requirements set forth in the definition of the term “Collateral and Guarantee Requirement” or the obligations of the Credit Parties under Sections 5.9, 5.10 or 5.11 or under the Collateral Documents.
Appears in 1 contract
No Further Negative Pledges. Except with respect to (a) specific property encumbered to secure payment of particular Indebtedness or to be sold pursuant to an executed agreement with respect to a permitted Dispositionsale, disposition or other transfer, (b) restrictions by reason of customary provisions restricting assignments, subletting or other transfers contained in leases, licenses and similar agreements entered into in the ordinary course of business (provided that such restrictions are limited to the property or assets secured by such Liens or the property or assets subject to such leases, licenses or similar agreements, as the case may be), (c) restrictions as of the Closing Date identified on Schedule 6.3, (d) restrictions on the Equity Interests of Non-Recourse Subsidiaries in any agreement Non-Recourse Project Indebtedness documentation or document in effect at the time any Person becomes a Subsidiary other Indebtedness documentation of Holdings, so long as such agreement was not entered into in contemplation of such Person becoming a Subsidiary of HoldingsNon-Recourse Subsidiaries, (e) restrictions contained in joint venture agreements, Organizational Documents of Non-Guarantor Subsidiaries and other similar agreements and applicable solely to the assets of such joint ventures and Non-Guarantor Subsidiaries or Equity Interests in such joint ventures or Non-Guarantor Subsidiaries[reserved], (f) restrictions contained in any Credit Document, Senior 2023 Notes Document, Senior 2025 Notes Document, or Credit Document (as defined in the Existing Term Credit Agreement), in each case as in effect on the Closing Date, or in any Existing Term Loan Refinancing Document (or in any agreement or other instrument document evidencing Refinancing Indebtedness in respect of a Person acquired the Indebtedness established by any of the foregoing (or, in the case of the Indebtedness established under the Credit Documents, any Credit Agreement Refinancing Indebtedness); provided that the restrictions and conditions contained in any such agreement or other document are not less favorable in any material respect to the Lenders than the restrictions and conditions imposed by the Borrower agreements or any Subsidiary which was other documents in existence at the time of such acquisition (but not created in contemplation thereof or to provide all or any portion respect of the funds or credit support utilized to consummate such acquisition other than in connection with the incurrence of Indebtedness of the type contemplated by Section 6.1(r)), which restriction is not applicable to any Person, or the properties or assets of any Person, other than the Person being refinanced) and its Subsidiaries, or the property or assets of the Person and its Subsidiaries, so acquired, (g) prohibitions that apply by reason of any applicable Lawrestrictions on Non-Recourse Subsidiaries described in Section 6.2(q), rule, regulation or order or are required by any Governmental Authority having jurisdiction over Holdings no Credit Party or any of its Subsidiaries, Subsidiaries (hother than any Non-Recourse Subsidiary) restrictions or prohibitions that arise in connection with any Lien permitted by Section 6.2, (i) restrictions relating to secured Indebtedness permitted pursuant to Sections 6.1(e), (h), (i), (j), (r) and (s), in each case, to the extent that such restrictions or prohibitions apply only to the property or assets securing such Indebtedness, (j) restrictions and prohibitions under the Credit Documents and (k) cash or other deposits permitted under Section 6.2, no Credit Party nor any of its Subsidiaries shall enter into any agreement prohibiting the creation or assumption of any Lien upon any of its properties or assets, whether now owned or hereafter acquired, to secure the Obligations.
Appears in 1 contract
Sources: Credit and Guaranty Agreement (TerraForm Power, Inc.)
No Further Negative Pledges. Except with respect to (a) specific property encumbered to secure payment of particular Indebtedness The Credit Parties will not, nor will they permit any Subsidiary to, enter into, assume or to be sold pursuant to an executed agreement with respect to a permitted Disposition, (b) restrictions by reason of customary provisions restricting assignments, subletting or other transfers contained in leases, licenses and similar agreements entered into in the ordinary course of business (provided that such restrictions are limited to the property or assets secured by such Liens or the property or assets become subject to such leases, licenses or similar agreements, as the case may be), (c) restrictions identified on Schedule 6.3, (d) restrictions in any agreement or document in effect at the time any Person becomes a Subsidiary of Holdings, so long as such agreement was not entered into in contemplation of such Person becoming a Subsidiary of Holdings, (e) restrictions contained in joint venture agreements, Organizational Documents of Non-Guarantor Subsidiaries and other similar agreements and applicable solely to the assets of such joint ventures and Non-Guarantor Subsidiaries or Equity Interests in such joint ventures or Non-Guarantor Subsidiaries, (f) restrictions in any agreement or other instrument of a Person acquired by the Borrower or any Subsidiary which was in existence at the time of such acquisition (but not created in contemplation thereof or to provide all or any portion of the funds or credit support utilized to consummate such acquisition other than in connection with the incurrence of Indebtedness of the type contemplated by Section 6.1(r)), which restriction is not applicable to any Person, or the properties or assets of any Person, other than the Person and its Subsidiaries, or the property or assets of the Person and its Subsidiaries, so acquired, (g) prohibitions that apply by reason of any applicable Law, rule, regulation or order or are required by any Governmental Authority having jurisdiction over Holdings or any of its Subsidiaries, (h) restrictions or prohibitions that arise in connection with any Lien permitted by Section 6.2, (i) restrictions relating to secured Indebtedness permitted pursuant to Sections 6.1(e), (h), (i), (j), (r) and (s), in each case, to the extent that such restrictions or prohibitions apply only to the property or assets securing such Indebtedness, (j) restrictions and prohibitions under the Credit Documents and (k) cash or other deposits permitted under Section 6.2, no Credit Party nor any of its Subsidiaries shall enter into any agreement prohibiting or otherwise restricting the creation or assumption of any Lien upon any of its their 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 (a) pursuant to secure this Credit Agreement and the Obligationsother Credit Documents, (b) pursuant to the Senior Unsecured Notes Indenture or other indenture or agreement evidencing Indebtedness permitted under Section 6.1(f), (c) pursuant to any document or instrument governing Indebtedness incurred pursuant to Section 6.1(c) (provided that any such restriction contained therein relates only to the asset or assets constructed or acquired in connection therewith) and (e), (d) 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), (e) customary non-assignment provisions of leases, subleases, licenses and sublicenses, (f) restrictions in joint venture and partnership agreements, (g) restrictions on property to be transferred or optioned that are or were created by virtue of the transfer thereof, including restrictions with respect to the disposition or transfer of assets or property in asset sale agreements, stock sale agreements and other similar agreements, (h) restrictions and conditions applicable to any Subsidiary acquired after the date hereof if such restrictions and conditions existed at the time such Subsidiary was acquired, were not created in anticipation of such acquisition, and applying solely to such acquired Subsidiary, and (i) restrictions on cash and other deposits or net worth imposed by customers under contracts entered into the ordinary course of business.
Appears in 1 contract
No Further Negative Pledges. Except with respect Neither the Borrower nor any Restricted Subsidiary will, directly or indirectly, enter into, incur or permit to (a) specific property encumbered to secure payment of particular Indebtedness or to be sold pursuant to an executed agreement with respect to a permitted Disposition, (b) restrictions by reason of customary provisions restricting assignments, subletting or other transfers contained in leases, licenses and similar agreements entered into in the ordinary course of business (provided that such restrictions are limited to the property or assets secured by such Liens or the property or assets subject to such leases, licenses or similar agreements, as the case may be), (c) restrictions identified on Schedule 6.3, (d) restrictions in any agreement or document in effect at the time any Person becomes a Subsidiary of Holdings, so long as such agreement was not entered into in contemplation of such Person becoming a Subsidiary of Holdings, (e) restrictions contained in joint venture agreements, Organizational Documents of Non-Guarantor Subsidiaries and other similar agreements and applicable solely to the assets of such joint ventures and Non-Guarantor Subsidiaries or Equity Interests in such joint ventures or Non-Guarantor Subsidiaries, (f) restrictions in exist any agreement or other instrument arrangement that prohibits, restricts or imposes any condition upon the ability of a Person acquired by the Borrower or any Restricted Subsidiary which was in existence at the time of such acquisition (but not created in contemplation thereof to create, incur or permit to provide all or any portion of the funds or credit support utilized to consummate such acquisition other than in connection with the incurrence of Indebtedness of the type contemplated by Section 6.1(r)), which restriction is not applicable to any Person, or the properties or assets of any Person, other than the Person and its Subsidiaries, or the property or assets of the Person and its Subsidiaries, so acquired, (g) prohibitions that apply by reason of any applicable Law, rule, regulation or order or are required by any Governmental Authority having jurisdiction over Holdings or any of its Subsidiaries, (h) restrictions or prohibitions that arise in connection with any Lien permitted by Section 6.2, (i) restrictions relating to secured Indebtedness permitted pursuant to Sections 6.1(e), (h), (i), (j), (r) and (s), in each case, to the extent that such restrictions or prohibitions apply only to the property or assets securing such Indebtedness, (j) restrictions and prohibitions under the Credit Documents and (k) cash or other deposits permitted under Section 6.2, no Credit Party nor any of its Subsidiaries shall enter into any agreement prohibiting the creation or assumption of exist any Lien upon any of its properties or assets, whether now owned or hereafter acquired, to secure any Obligations; provided that the Obligationsforegoing shall not apply to (a) restrictions and conditions imposed by law or by any Credit Document or the Orders, (b) [reserved], (c) in the case of any Restricted Subsidiary that is not a wholly owned Subsidiary or the Equity Interests in any Person that is not a Restricted Subsidiary, restrictions and conditions imposed by the Organizational Documents of such Restricted Subsidiary or such other Person or any related joint venture, shareholders’ or similar agreement, provided, in each case, that such restrictions and conditions apply only to such Restricted Subsidiary and to any Equity Interests in such Restricted Subsidiary or to the Equity Interests in such other Person, as applicable, (d) restrictions and conditions imposed by any agreement or document governing secured Indebtedness permitted by Section 6.1(f) or 6.1(n) or governing Liens permitted by Section 6.2(d), 6.2(p)(i) or 6.2(q) or by clause (c), (d) or (m) of the definition of “Permitted Encumbrances”; provided that such restrictions and conditions apply only to the assets securing such Indebtedness or subject to such Liens, (e) [reserved], (f) [reserved], (g) [reserved], (h) restrictions and conditions imposed by customary provisions in leases, licenses and other agreements restricting the assignment thereof or, in the case of any lease or license, permitting to exist any Lien on the assets leased or licensed thereunder, and (i) customary restrictions in respect of Intellectual Property contained in nonexclusive licenses or sublicenses of, or other grants of rights to use or exploit, such Intellectual Property. Nothing in this Section 6.3 shall be deemed to modify the requirements set forth in the definition of the term “Collateral and Guarantee Requirement” or the obligations of the Credit Parties under Sections 5.10, 5.11 or 5.12 or under the Collateral Documents.
Appears in 1 contract
Sources: Superpriority Secured Debtor in Possession Credit and Guaranty Agreement (Fusion Connect, Inc.)
No Further Negative Pledges. Except The Lead Borrower shall not, nor shall it permit any of its Restricted Subsidiaries to, enter into any agreement prohibiting the creation or assumption of any Lien upon any Collateral, whether now owned or hereafter acquired, for the benefit of the Secured Parties with respect to the Obligations, except with respect to:
(a) specific property encumbered to secure payment of particular Indebtedness or to be sold pursuant to an executed any Disposition permitted by Section 6.07;
(b) restrictions contained in any agreement with respect to Indebtedness permitted by Section 6.01 that is secured by a Permitted Lien, but only if such restrictions apply only to the Person or Persons obligated under such Indebtedness and its or their Restricted Subsidiaries or the property or assets securing such Indebtedness;
(c) restrictions contained in any Term Facility and the documentation governing Indebtedness permitted Dispositionby clauses (j), (bm), (p), (q), (u), (w), (x) and/or (y) of Section 6.01, in each case, to the extent such restriction does not restrict the Secured Obligations from being secured by assets that constitute Collateral;
(d) restrictions by reason of customary provisions restricting assignments, subletting or other transfers (including the granting of any Lien) contained in leases, licenses subleases, licenses, sublicenses and similar other agreements entered into in the ordinary course of business (provided that such restrictions are limited to the relevant leases, subleases, licenses, sublicenses or other agreements and/or the property or assets secured by such Liens or the property or assets subject to such leases, licenses subleases, licenses, sublicenses or similar other agreements, as the case may be), ;
(ce) restrictions identified on Schedule 6.3, (d) Permitted Liens and restrictions in the agreements relating thereto that limit the right of the Lead Borrower or any agreement of its Restricted Subsidiaries to Dispose of, or document encumber the assets subject to such Liens;
(f) provisions limiting the Disposition or distribution of assets or property in effect at joint venture agreements, sale-leaseback agreements, stock sale agreements and other similar agreements, which limitation is applicable only to the time assets that are the subject of such agreements (or the Persons the Capital Stock of which is the subject of such agreement);
(g) any Person becomes a Subsidiary encumbrance or restriction assumed in connection with an acquisition of Holdingsthe property or Capital Stock of any Person, so long as such agreement encumbrance or restriction relates solely to the property so acquired (or to the Person or Persons (and its or their subsidiaries) bound thereby) and was not entered into created in contemplation connection with or in anticipation of such Person becoming a Subsidiary of Holdings, acquisition;
(eh) restrictions contained imposed by customary provisions in partnership agreements, limited liability company organizational governance documents, joint venture agreements, Organizational Documents of Non-Guarantor Subsidiaries agreements and other similar agreements and applicable solely to that restrict the transfer of the assets of such of, or ownership interests in, the relevant partnership, limited liability company, joint ventures and Non-Guarantor Subsidiaries or Equity Interests in such joint ventures or Non-Guarantor Subsidiaries, (f) restrictions in any agreement or other instrument of a Person acquired by the Borrower venture or any Subsidiary which was in existence at the time of such acquisition (but not created in contemplation thereof or to provide all or any portion of the funds or credit support utilized to consummate such acquisition other than in connection with the incurrence of Indebtedness of the type contemplated by Section 6.1(r)), which restriction is not applicable to any similar Person, or the properties or assets of any Person, other than the Person and its Subsidiaries, or the property or assets of the Person and its Subsidiaries, so acquired, (g) prohibitions that apply by reason of any applicable Law, rule, regulation or order or are required by any Governmental Authority having jurisdiction over Holdings or any of its Subsidiaries, (h) restrictions or prohibitions that arise in connection with any Lien permitted by Section 6.2, ;
(i) restrictions relating to secured Indebtedness permitted pursuant to Sections 6.1(e), (h), (i), (j), (r) and (s), in each case, to the extent that such restrictions or prohibitions apply only to the property or assets securing such Indebtedness, (j) restrictions and prohibitions under the Credit Documents and (k) cash on Cash or other deposits permitted imposed by Persons under Section 6.2, no Credit Party nor any contracts entered into in the ordinary course of its Subsidiaries shall enter into any agreement prohibiting the creation business or assumption of any Lien upon any of its properties for whose benefit such Cash or assets, whether now owned or hereafter acquired, to secure the Obligations.other deposits exist;
Appears in 1 contract
No Further Negative Pledges. Except with respect Neither the Borrower nor any Restricted Subsidiary will, directly or indirectly, enter into, incur or permit to (a) specific property encumbered to secure payment of particular Indebtedness or to be sold pursuant to an executed agreement with respect to a permitted Disposition, (b) restrictions by reason of customary provisions restricting assignments, subletting or other transfers contained in leases, licenses and similar agreements entered into in the ordinary course of business (provided that such restrictions are limited to the property or assets secured by such Liens or the property or assets subject to such leases, licenses or similar agreements, as the case may be), (c) restrictions identified on Schedule 6.3, (d) restrictions in any agreement or document in effect at the time any Person becomes a Subsidiary of Holdings, so long as such agreement was not entered into in contemplation of such Person becoming a Subsidiary of Holdings, (e) restrictions contained in joint venture agreements, Organizational Documents of Non-Guarantor Subsidiaries and other similar agreements and applicable solely to the assets of such joint ventures and Non-Guarantor Subsidiaries or Equity Interests in such joint ventures or Non-Guarantor Subsidiaries, (f) restrictions in exist any agreement or other instrument arrangement that prohibits, restricts or imposes any condition upon the ability of a Person acquired by the Borrower or any Restricted Subsidiary which was in existence at the time of such acquisition (but not created in contemplation thereof to create, incur or permit to provide all or any portion of the funds or credit support utilized to consummate such acquisition other than in connection with the incurrence of Indebtedness of the type contemplated by Section 6.1(r)), which restriction is not applicable to any Person, or the properties or assets of any Person, other than the Person and its Subsidiaries, or the property or assets of the Person and its Subsidiaries, so acquired, (g) prohibitions that apply by reason of any applicable Law, rule, regulation or order or are required by any Governmental Authority having jurisdiction over Holdings or any of its Subsidiaries, (h) restrictions or prohibitions that arise in connection with any Lien permitted by Section 6.2, (i) restrictions relating to secured Indebtedness permitted pursuant to Sections 6.1(e), (h), (i), (j), (r) and (s), in each case, to the extent that such restrictions or prohibitions apply only to the property or assets securing such Indebtedness, (j) restrictions and prohibitions under the Credit Documents and (k) cash or other deposits permitted under Section 6.2, no Credit Party nor any of its Subsidiaries shall enter into any agreement prohibiting the creation or assumption of exist any Lien upon any of its properties or assets, whether now owned or hereafter acquired, to secure any Obligations; provided that the Obligationsforegoing shall not apply to (a) restrictions and conditions imposed by law or by any Credit Document, (b) restrictions and conditions existing on the Closing Date identified on Schedule 6.3, and amendments, modifications, extensions and renewals thereof (including any such extension or renewal arising as a result of an extension, renewal or refinancing of any Indebtedness containing such restriction or condition), provided, in each case, that the scope of any such restriction or condition shall not have been expanded as a result thereof, (c) in the case of (i) any Restricted Subsidiary that is not a wholly-owned Restricted Subsidiary or (ii) the Equity Interests in any Person that is not a Restricted Subsidiary (including any Unrestricted Subsidiary), restrictions and conditions imposed by the Organizational Documents of such Restricted Subsidiary or such other Person or contained in any related joint venture, shareholders’ or similar agreement or, in the case of clause (ii), in any agreement or instrument relating to Indebtedness of such Person, provided in each case that such restrictions and conditions apply only to such Restricted Subsidiary and to any Equity Interests in such Restricted Subsidiary or to the Equity Interests in such other Person (including any Unrestricted Subsidiary), as applicable, (d) restrictions and conditions imposed by any agreement or document governing secured Indebtedness permitted by this Agreement, provided that such restrictions and conditions apply only to the assets securing such Indebtedness or subject to such Liens and proceeds and products of, and after-acquired property that is affixed or incorporated into, such assets, (e) restrictions and conditions imposed by agreements relating to Indebtedness permitted by Section 6.1(f), provided that such restrictions and conditions apply only to Persons that are permitted under such Section to be obligors in respect of such Indebtedness and are not less favorable to the Lenders than the restrictions and conditions imposed by such Indebtedness (or, in the case of any Refinancing Indebtedness, by the applicable Original Indebtedness) at the time such Indebtedness first became subject to Section 6.1, (f) in connection with the sale of any Equity Interests in a Subsidiary or any other assets, customary restrictions and conditions contained in agreements relating to such sale pending the completion thereof, provided that such restrictions and conditions apply only to the Subsidiary or the DMFIRM #406105327 v2 157 other assets to be sold and such sale is permitted under Section 6.8, (g) restrictions and conditions imposed by any agreement or document governing Indebtedness of any Restricted Subsidiary that is not, and is not required to become, a Credit Party hereunder, provided that such restrictions and conditions apply only to such Restricted Subsidiary, (h) restrictions and conditions imposed by customary provisions in leases, licenses and other agreements restricting the assignment thereof or, in the case of any lease or license, permitting to exist any Lien on the assets leased or licensed thereunder, (i) restrictions on cash or deposits or net worth covenants imposed by customers, suppliers or landlords under agreements entered into in the ordinary course of business, (j) customary restrictions in respect of Intellectual Property contained in licenses or sublicenses of, or other grants of rights to use or exploit, such Intellectual Property, (k) restrictions and conditions contained in any Permitted Term Indebtedness as in effect on the Closing Date and amendments, modifications, extensions and renewals thereof, provided, in each case, that the scope of any such restriction or condition shall not have been expanded as a result thereof, (l) restrictions contained in any agreement or instrument in effect at the time any Person becomes a Subsidiary, or any agreement or instrument assumed in connection with any acquisition of assets from any Person, provided that such agreements and instruments were not entered into solely in contemplation of such Person becoming a Subsidiary or of such acquisition of assets from such Person, and amendments, modifications, replacements, renewals or extensions thereof (including any such renewals or extension arising as a result of a renewal, extension or refinancing of any Indebtedness containing such restriction), provided, in each case, that the scope of any such restriction shall not have been expanded as a result thereof, (m) restrictions constituting Permitted Liens and (n) restrictions and conditions contained in any agreement or instrument evidencing or governing any Indebtedness permitted by Section 6.1 to the extent, in the good faith judgment of the Borrower, such restrictions and conditions are on customary market terms for Indebtedness of such type and so long as the Borrower has determined in good faith that such restrictions and conditions would not reasonably be expected to impair in any material respect the ability of the Credit Parties to meet their obligations under the Credit Documents.
Appears in 1 contract
No Further Negative Pledges. Except with respect to (a) specific property encumbered to secure payment of particular Indebtedness or to be sold pursuant to an executed agreement with respect to a permitted Dispositionsale, disposition or other transfer, (b) restrictions by reason of customary provisions restricting assignments, subletting or other transfers contained in leases, licenses and similar agreements entered into in the ordinary course of business (provided that such restrictions are limited to the property or assets secured by such Liens or the property or assets subject to such leases, licenses or similar agreements, as the case may be), (c) restrictions as of the Closing Date identified on Schedule 6.3, (d) restrictions on the Equity Interests of Non-Recourse Subsidiaries in any agreement Non-Recourse Project Indebtedness documentation or document in effect at the time any Person becomes a Subsidiary other Indebtedness documentation of Holdings, so long as such agreement was not entered into in contemplation of such Person becoming a Subsidiary of HoldingsNon-Recourse Subsidiaries, (e) restrictions contained in joint venture agreements, Organizational Documents of Non-Guarantor Subsidiaries and other similar agreements and applicable solely to the assets of such joint ventures and Non-Guarantor Subsidiaries or Equity Interests in such joint ventures or Non-Guarantor Subsidiaries[reserved], (f) restrictions contained in any Credit Document, Senior 2023 Notes Document, Senior 2025 Notes Document or Revolving Facility Document, in each case as in effect on the Closing Date (or in any agreement or other instrument document evidencing Refinancing Indebtedness in respect of a Person acquired the Indebtedness established by any of the foregoing (or, in the case of the Indebtedness established under the Credit Documents, any Credit Agreement Refinancing Indebtedness); provided that the restrictions and conditions contained in any such agreement or other document are not less favorable in any material respect to the Lenders than the restrictions and conditions imposed by the Borrower agreements or any Subsidiary which was other documents in existence at the time of such acquisition (but not created in contemplation thereof or to provide all or any portion respect of the funds or credit support utilized to consummate such acquisition other than in connection with the incurrence of Indebtedness of the type contemplated by Section 6.1(r)), which restriction is not applicable to any Person, or the properties or assets of any Person, other than the Person being refinanced) and its Subsidiaries, or the property or assets of the Person and its Subsidiaries, so acquired, (g) prohibitions that apply by reason of any applicable Lawrestrictions on Non-Recourse Subsidiaries described in Section 6.2(q), rule, regulation or order or are required by any Governmental Authority having jurisdiction over Holdings no Credit Party or any of its Subsidiaries, Subsidiaries (hother than any Non-Recourse Subsidiary) restrictions or prohibitions that arise in connection with any Lien permitted by Section 6.2, (i) restrictions relating to secured Indebtedness permitted pursuant to Sections 6.1(e), (h), (i), (j), (r) and (s), in each case, to the extent that such restrictions or prohibitions apply only to the property or assets securing such Indebtedness, (j) restrictions and prohibitions under the Credit Documents and (k) cash or other deposits permitted under Section 6.2, no Credit Party nor any of its Subsidiaries shall enter into any agreement prohibiting the creation or assumption of any Lien upon any of its properties or assets, whether now owned or hereafter acquired, to secure the Obligations.
Appears in 1 contract
Sources: Term Loan and Guaranty Agreement (TerraForm Power, Inc.)
No Further Negative Pledges. Except The Borrower shall not nor shall it permit any of its Subsidiaries to enter into any agreement prohibiting the creation or assumption of any Lien upon any of its properties, whether now owned or hereafter acquired, for the benefit of the Secured Parties with respect to the Obligations, except with respect to:
(a) specific property encumbered to secure payment of particular Indebtedness or to be sold pursuant to an executed any Disposition permitted by Section 6.07;
(b) restrictions contained in any agreement with respect to Indebtedness permitted by Section 6.01 that is secured by a Permitted Lien, but only if such restrictions apply only to the Person or Persons obligated under such Indebtedness and its or their Subsidiaries or the property or assets securing such Indebtedness;
(c) restrictions contained in the documentation governing Indebtedness permitted Dispositionby clauses (l), (bs), (u), (v) and (x) of Section 6.01 (and clause (o) of Section 6.01 to the extent relating to any refinancing, refunding or replacement of Indebtedness incurred in reliance on clauses (a), (l), (s), (u), (v) and (x) of Section 6.01);
(d) restrictions by reason of customary provisions restricting assignments, subletting or other transfers (including the granting of any Lien) contained in leases, licenses subleases, licenses, sublicenses and similar other agreements entered into in the ordinary course of business (provided that such restrictions are limited to the relevant leases, subleases, licenses, sublicenses or other agreements and/or the property or assets secured by such Liens or the property or assets subject to such leases, licenses subleases, licenses, sublicenses or similar other agreements, as the case may be), ;
(ce) restrictions identified on Schedule 6.3, (d) Permitted Liens and restrictions in the agreements relating thereto that limit the right of the Borrower or any agreement of its Subsidiaries to Dispose of, or document encumber the assets subject to such Liens;
(f) provisions limiting the Disposition or distribution of assets or property in effect at joint venture agreements, sale-leaseback agreements, stock sale agreements and other similar agreements, which limitation is applicable only to the time assets that are the subject of such agreements (or the Persons the Capital Stock of which is the subject of such agreement);
(g) any Person becomes a Subsidiary encumbrance or restriction assumed in connection with an acquisition of Holdingsproperty or the Capital Stock of any Person, so long as such agreement encumbrance or restriction relates solely to the property so acquired (or to the Person or Persons (and its or their subsidiaries) bound thereby) and was not entered into created in connection with or in contemplation of such Person becoming a Subsidiary acquisition;
(h) restrictions imposed by customary provisions in partnership agreements, limited liability company organizational governance documents, corporate organizational documents (including, without limitation, certificates of Holdingsdesignation), joint venture agreements and other similar agreements that restrict the transfer of the assets of, or ownership interests in, such partnership, limited liability company, joint venture or similar Person;
(ei) restrictions on Cash or other deposits imposed by Persons under contracts entered into in the ordinary course of business or for whose benefit such Cash or other deposits exist;
(j) restrictions set forth in documents which exist on the Closing Date;
(k) restrictions contained in joint venture agreements, Organizational Documents documents governing Indebtedness and Liens on Capital Stock permitted hereunder of Non-Guarantor Subsidiaries and other similar agreements and applicable solely to the assets of such joint ventures and Non-Guarantor Subsidiaries or Equity Interests in such joint ventures or Non-Guarantor Subsidiaries, any Subsidiary that is not a Loan Party;
(fl) restrictions set forth in any Loan Document, any Hedge Agreement and/or any agreement relating to any Banking Services Obligation (as defined in the First Lien Credit Agreement) or other instrument of a Person acquired by the Borrower or any Subsidiary which was in existence at the time of such acquisition (but not created in contemplation thereof or to provide all or any portion of the funds or credit support utilized to consummate such acquisition other than in connection with the incurrence of Indebtedness obligations of the type contemplated referred to in Section 6.01(e);
(m) other restrictions or encumbrances imposed by Section 6.1(r))any amendments, which restriction is not applicable to any Personmodifications, restatements, renewals, increases, supplements, refundings, replacements or the properties or assets of any Person, other than the Person and its Subsidiaries, or the property or assets refinancings of the Person contracts, instruments or obligations referred to in clauses (a) through (l) above; provided that such amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings are, in the good faith judgment of the Borrower, no more restrictive with respect to such encumbrances and its Subsidiariesother restrictions, so acquiredtaken as a whole, than those prior to such amendment, modification, restatement, renewal, increase, supplement, refunding, replacement or refinancing; and
(g) prohibitions that apply by reason of any applicable Law, rule, regulation or order or are required by any Governmental Authority having jurisdiction over Holdings or any of its Subsidiaries, (hn) restrictions or prohibitions that arise created in connection with any Lien permitted by Section 6.2, (i) restrictions relating to secured Indebtedness permitted pursuant to Sections 6.1(e), (h), (i), (j), (r) and (s), in each case, to the extent that such restrictions or prohibitions apply only to the property or assets securing such Indebtedness, (j) restrictions and prohibitions under the Credit Documents and (k) cash or other deposits permitted under Section 6.2, no Credit Party nor any of its Subsidiaries shall enter into any agreement prohibiting the creation or assumption of any Lien upon any of its properties or assets, whether now owned or hereafter acquired, to secure the ObligationsSecuritization Facility.
Appears in 1 contract
No Further Negative Pledges. Except with respect to (a) specific property encumbered to secure payment of particular Indebtedness or to be sold pursuant to an executed agreement with respect to The Parent Borrower and each other Loan Party shall not, nor shall it permit any Restricted Subsidiary that is a permitted DispositionLoan Party to, (b) restrictions by reason of customary provisions restricting assignments, subletting or other transfers contained in leases, licenses and similar agreements entered into in the ordinary course of business (provided that such restrictions are limited to the property or assets secured by such Liens or the property or assets subject to such leases, licenses or similar agreements, as the case may be), (c) restrictions identified on Schedule 6.3, (d) restrictions in any agreement or document in effect at the time any Person becomes a Subsidiary of Holdings, so long as such agreement was not entered into in contemplation of such Person becoming a Subsidiary of Holdings, (e) restrictions contained in joint venture agreements, Organizational Documents of Non-Guarantor Subsidiaries and other similar agreements and applicable solely to the assets of such joint ventures and Non-Guarantor Subsidiaries or Equity Interests in such joint ventures or Non-Guarantor Subsidiaries, (f) restrictions in any agreement or other instrument of a Person acquired by the Borrower or any Subsidiary which was in existence at the time of such acquisition (but not created in contemplation thereof or to provide all or any portion of the funds or credit support utilized to consummate such acquisition other than in connection with the incurrence of Indebtedness of the type contemplated by Section 6.1(r)), which restriction is not applicable to any Person, or the properties or assets of any Person, other than the Person and its Subsidiaries, or the property or assets of the Person and its Subsidiaries, so acquired, (g) prohibitions that apply by reason of any applicable Law, rule, regulation or order or are required by any Governmental Authority having jurisdiction over Holdings or any of its Subsidiaries, (h) restrictions or prohibitions that arise in connection with any Lien permitted by Section 6.2, (i) restrictions relating to secured Indebtedness permitted pursuant to Sections 6.1(e), (h), (i), (j), (r) and (s), in each case, to the extent that such restrictions or prohibitions apply only to the property or assets securing such Indebtedness, (j) restrictions and prohibitions under the Credit Documents and (k) cash or other deposits permitted under Section 6.2, no Credit Party nor any of its Subsidiaries shall enter into any agreement prohibiting in any material respect the creation or assumption of any Lien upon any of its properties or assets(other than Excluded Assets), whether now owned or hereafter acquired, for the benefit of the Secured Parties with respect to the Loan Document Obligations, except with respect to: (a) restrictions relating to any asset (or all of the assets) of and/or the Capital Stock of the Parent Borrower and/or any Restricted Subsidiary which are imposed pursuant to an agreement entered into in connection with any Disposition or other transfer, lease, sub-lease, license or sublicense of such asset (or assets) and/or all or a portion of the Capital Stock of the relevant Person that is permitted or not restricted by this Agreement; (b) restrictions contained in the Loan Documents, any Incremental Equivalent Debt, any Qualified Receivables Facility or any Additional Letter of Credit Facility (and in any Indebtedness permitted under Section 6.01(o) to the extent relating to any extension, refinancing, refunding or replacement of any of the foregoing); (c) restrictions contained in any documentation governing any Indebtedness permitted by Section 6.01 (or related Lien permitted under Section 6.02) to the extent that such restrictions (w) only apply to the Persons obligated under such Indebtedness and their Restricted Subsidiaries or the assets intended to secure such Indebtedness, (x) are, taken as a whole, in the Obligations.good-faith judgment of the Parent Borrower, not materially more restrictive as concerning the Parent Borrower or any Restricted Subsidiary than customary market terms for Indebtedness of such type, (y) are not materially more restrictive, taken as a whole, than the restrictions contained in this Agreement (as determined by the Parent Borrower in good faith) or (z) will not materially impair any Borrower’s obligation or ability to make any payments required hereunder (as determined by the Parent Borrower in good faith); (d) restrictions by reason of customary provisions restricting assignments, subletting, licensing, sublicensing or other transfers (including the granting of any Lien) contained in leases, subleases, licenses, sublicenses, joint venture agreements, asset sale agreements, trading, netting, operating, construction, service, supply, purchase, sale or other agreements entered into in the ordinary course of business (each of the foregoing, a “Covered Agreement”) (provided that such restrictions are
Appears in 1 contract
Sources: Credit Agreement (Progyny, Inc.)
No Further Negative Pledges. Except The Borrower shall not, nor shall it permit any of its Restricted Subsidiaries that are Loan Parties to, enter into any agreement prohibiting in any material respect the creation or assumption of any Lien upon any of its properties (other than Excluded Assets), whether now owned or hereafter acquired, for the benefit of the Secured Parties with respect to the Obligations, except with respect to:
(a) specific property encumbered restrictions relating to secure payment any asset (or all of particular Indebtedness or to be sold the assets) of and/or the Capital Stock of the Borrower and/or any Restricted Subsidiary which are imposed pursuant to an executed agreement entered into in connection with respect to any Disposition or other transfer, lease or license of such asset (or assets) and/or all or a portion of the Capital Stock of the relevant Person that is permitted Disposition, by this Agreement;
(b) restrictions contained in the Loan Documents, any then extant Pari First Lien Facility, any “Incremental Equivalent Debt” (as defined in the Pari First Lien Credit Agreement as in effect on the Closing Date), any Receivables Facility (limited to the assets securing the Indebtedness arising thereunder) or any Additional Letter of Credit Facility (limited to the assets securing the Indebtedness arising thereunder) (and clause (p) of Section 6.01 to the extent relating to any extension, refinancing, refunding or replacement of any of the foregoing);
(c) restrictions contained in any documentation governing any other Indebtedness permitted by Section 6.01 to the extent such restrictions (1)(x) are, taken as a whole, in the good-faith judgment of the Borrower, not materially more restrictive as concerning the Borrower or any Restricted Subsidiary than customary market terms for Indebtedness of such type or (y) are not materially more restrictive, taken as a whole, than the restrictions contained in this Agreement (as determined by the Borrower in good faith) and (2) will not materially impair the Borrower’s obligation or ability to make any payments required hereunder (as determined by the Borrower in good faith);
(d) restrictions by reason of customary provisions restricting assignments, subletting or other transfers (including the granting of any Lien) contained in leases, licenses subleases, licenses, sublicenses, asset sale agreements and similar other agreements entered into in the ordinary course of business (provided that such restrictions are limited to the relevant leases, subleases, licenses, sublicenses, asset sale or other agreements and/or the property or assets secured by such Liens or the property or assets subject to such leases, licenses subleases, licenses, sublicenses, asset sale or similar other agreements, as the case may be), ;
(ce) restrictions identified on Schedule 6.3, (d) Permitted Liens and restrictions in the agreements relating thereto that limit the right of the Borrower or any of its Restricted Subsidiaries to Dispose of or encumber the assets subject to such Liens;
(f) provisions limiting the Disposition, distribution or encumbrance of assets or property in joint venture agreements, sale and lease-back agreements, stock sale agreements and other similar agreements, which limitation is applicable only to the assets that are the subject of such agreements (or the Persons the Capital Stock of which is the subject of such agreement (or document any “shell company” parent with respect thereto));
(g) any encumbrance or restriction assumed in effect at connection with an acquisition of the time property or Capital Stock of any Person becomes a Subsidiary of HoldingsPerson, so long as such encumbrance or restriction relates solely to the Person and its subsidiaries (including the Capital Stock of the relevant Person or Persons) and/or property so acquired (or to the Person or Persons (and its or their subsidiaries) bound thereby) and was not created solely in connection with or in anticipation of such acquisition;
(h) restrictions imposed by customary provisions in partnership agreements, limited liability company organizational governance documents, joint venture agreements and other similar agreements that restrict the transfer of the assets of, or ownership interests in, the relevant partnership, limited liability company, joint venture or any similar Person (or any “shell company” parent with respect thereto);
(i) restrictions on Cash or other deposits permitted under Section 6.02 and/or 6.06 and any net worth requirements, including such restrictions or requirements imposed by Persons under contracts entered into in the ordinary course of business or for whose benefit such Cash or other deposits or net worth requirements exist;
(j) restrictions (i) set forth in documents which existed on the Pari First Lien Closing Date or (ii) which are contemplated as of the Closing Date and, in the case of this clause (ii), as set forth on Schedule 6.03;
(k) restrictions contained in documents governing Indebtedness of any Restricted Subsidiary that is not a Loan Party permitted hereunder;
(l) [reserved];
(m) provisions restricting the granting of a security interest in IP Rights contained in licenses, sublicenses or cross-licenses by the Borrower and its Restricted Subsidiaries of such IP Rights, which licenses, sublicenses and cross-licenses were entered into in the ordinary course of business (in which case such restriction shall relate only to such IP Rights);
(n) restrictions arising under or as a result of applicable Requirements of Law or the terms of any license, authorization, concession or permit issued or granted by a Governmental Authority;
(o) restrictions with respect to a Restricted Subsidiary that was previously an Unrestricted Subsidiary, pursuant to or by reason of an agreement that such Restricted Subsidiary is a party to or entered into before the date on which such Subsidiary became a Restricted Subsidiary; provided that such agreement was not entered into in contemplation anticipation of an Unrestricted Subsidiary becoming a Restricted Subsidiary and any such restriction does not extend to any assets or property of the Borrower or any other Restricted Subsidiary other than the assets and property of such Person becoming a Subsidiary of Holdings, Subsidiary;
(ep) customary restrictions imposed in connection with any Receivables Facility or similar transaction permitted hereunder;
(q) restrictions contained in joint venture agreementsthe iStar Sale/Leaseback Documents or the iStar Sale/Leaseback 2014 Documents as in effect on the date of this Agreement, Organizational Documents of Non-Guarantor Subsidiaries and other similar agreements and applicable solely to the assets of such joint ventures and Non-Guarantor Subsidiaries or Equity Interests in such joint ventures or Non-Guarantor Subsidiaries, (f) restrictions contained in any agreement iStar Exchange Documents or other instrument of a Person acquired by the Borrower or any Subsidiary which was in existence at the time of such acquisition (but not created in contemplation thereof or to provide all or any portion of the funds or credit support utilized to consummate such acquisition other than in connection with the incurrence of Indebtedness of the type contemplated by Section 6.1(r)), which restriction is not applicable to any Person, or the properties or assets of any Person, other than the Person and its Subsidiaries, or the property or assets of the Person and its Subsidiaries, so acquired, (g) prohibitions that apply by reason of any applicable Law, rule, regulation or order or are required by any Governmental Authority having jurisdiction over Holdings or any of its Subsidiaries, (h) restrictions or prohibitions that arise in connection with any Lien permitted by Section 6.2, (i) restrictions relating to secured Indebtedness permitted pursuant to Sections 6.1(e), (h), (i), (j), Excluded Property Transaction Documents; and
(r) and other restrictions or encumbrances imposed by any amendment, modification, restatement, renewal, increase, supplement, refunding, replacement or refinancing of the contracts, instruments or obligations referred to in clauses (s)a) through (q) above; provided that no such amendment, modification, restatement, renewal, increase, supplement, refunding, replacement or refinancing is, in each casethe good faith judgment of the Borrower, more restrictive with respect to such encumbrances and other restrictions, taken as a whole, than those in effect prior to the extent that such restrictions relevant amendment, modification, restatement, renewal, increase, supplement, refunding, replacement or prohibitions apply only to the property or assets securing such Indebtedness, (j) restrictions and prohibitions under the Credit Documents and (k) cash or other deposits permitted under Section 6.2, no Credit Party nor any of its Subsidiaries shall enter into any agreement prohibiting the creation or assumption of any Lien upon any of its properties or assets, whether now owned or hereafter acquired, to secure the Obligationsrefinancing.
Appears in 1 contract
Sources: First Lien Credit Agreement (Isos Acquisition Corp.)
No Further Negative Pledges. Except with respect to (a) specific property encumbered to secure payment of particular Indebtedness or to be sold pursuant to an executed agreement with respect to a permitted Disposition, (b) restrictions by reason of customary provisions restricting assignments, subletting or other transfers contained in leases, licenses and similar agreements entered into in the ordinary course of business (provided that such restrictions are limited to the property or assets secured by such Liens or the property or assets subject to such leases, licenses or similar agreements, as the case may be), (c) restrictions identified on Schedule 6.3, (d) restrictions in any agreement or document in effect at the time any Person becomes a Subsidiary of Holdings, so long as such agreement was not entered into in contemplation of such Person becoming a Subsidiary of Holdings, (e) restrictions contained in joint venture agreements, Organizational Documents of Non-Guarantor Subsidiaries and other similar agreements and applicable solely to the assets of such joint ventures and Non-Guarantor Subsidiaries or Equity Interests in such joint ventures or Non-Guarantor Subsidiaries, (f) restrictions in any agreement or other instrument of a Person acquired by Neither the Borrower or any Subsidiary which was in existence at the time of such acquisition (but not created in contemplation thereof or to provide all or any portion of the funds or credit support utilized to consummate such acquisition other than in connection with the incurrence of Indebtedness of the type contemplated by Section 6.1(r)), which restriction is not applicable to any Person, or the properties or assets of any Person, other than the Person and its Subsidiaries, or the property or assets of the Person and its Subsidiaries, so acquired, (g) prohibitions that apply by reason of any applicable Law, rule, regulation or order or are required by any Governmental Authority having jurisdiction over Holdings or any of its Subsidiaries, (h) restrictions or prohibitions that arise in connection with any Lien permitted by Section 6.2, (i) restrictions relating to secured Indebtedness permitted pursuant to Sections 6.1(e), (h), (i), (j), (r) and (s), in each case, to the extent that such restrictions or prohibitions apply only to the property or assets securing such Indebtedness, (j) restrictions and prohibitions under the Credit Documents and (k) cash or other deposits permitted under Section 6.2, no Credit Party nor any of its Subsidiaries shall enter into any agreement prohibiting the creation or assumption of any Lien upon any of its their properties or assets, whether now owned or hereafter acquired, other than (i) any agreement evidencing Indebtedness secured by Liens permitted by this Agreement, as to secure the Obligationsassets securing such Indebtedness, (ii) any agreement evidencing an asset Transfer as to the assets being Transferred, (iii) restrictions and conditions arising under this Agreement and the other Loan Documents or the Mosaic Indenture and the notes issued thereunder, (iv) customary provisions in licenses, governmental permits, leases and other contracts restricting the assignment thereof, (v) customary provisions in joint venture agreements relating solely to the respective joint venture or the Securities therein, (vi) restrictions and conditions contained in any agreements existing at the time of (and not created in contemplation of) the acquisition of any Person or assets CHAR1\1985879v4 (including agreements governing Indebtedness permitted pursuant to Section 7.01(e) or 7.01(g)) provided that such restrictions and conditions apply only to the Person or assets so acquired, (vii) restrictions and conditions imposed by any Governmental Authority and (viii) restrictions under an agreement governing Indebtedness of a Foreign Subsidiary incurred in compliance with Section 7.01 if such restriction applies only to assets of such Foreign Subsidiary or any Subsidiary thereof; provided, that the foregoing shall not apply to any such restrictions or conditions imposed by the terms of any Indebtedness of the Borrower or any of its Subsidiaries for borrowed money that the Borrower or any of its Subsidiaries incurs after the Closing Date in compliance with this Agreement if such restrictions or conditions are no less favorable to the Borrower and the Lenders than those contained in the Mosaic Indenture or this Agreement.
Appears in 1 contract
Sources: Credit Agreement (Mosaic Co)
No Further Negative Pledges. Except with respect Following December 23, 2008, the Credit Parties shall not enter into, assume or become subject to any new agreement that prohibits or restricts (or amend, restate, supplement or modify any agreement in effect on December 23, 2008 if one of the purposes of such amendment, restatement, supplement or modification is to prohibit or otherwise restrict) 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; provided that the foregoing shall not apply to (ai) specific restrictions or conditions imposed by any agreement relating to Permitted Purchase Money Indebtedness and Cash Collateralized Letters of Credit if such restrictions or conditions apply only to the property encumbered to secure payment of particular Indebtedness or to be sold pursuant to an executed agreement with respect to a permitted Dispositionassets securing such Debt, (bii) restrictions by reason of customary provisions restricting assignments, subletting or other transfers contained in leases, licenses and similar agreements entered into in the ordinary course of business (provided that such restrictions are limited to the property or assets secured by such Liens or the property or assets subject to such leases, licenses or similar agreements, as the case may be), (ciii) this Agreement and the other Credit Documents, (iv) restrictions identified imposed by any sale agreement on Schedule 6.3, (d) restrictions the creation of Liens in any agreement or document in effect at the time any Person becomes a Subsidiary of HoldingsSecuritization Transaction, so long as such agreement was restrictions are (A) in the case of Securitization Transactions originated by Initial Borrower or its Subsidiaries, substantially similar to those contained in the documentation for any Securitization Transaction entered into prior to December 23, 2008 and (B) in the case of any interest in Securitization Transactions originated by Persons other than the Initial Borrower or its Subsidiaries, not entered into in contemplation of the acquisition of such Person becoming a Subsidiary of Holdings, (e) restrictions contained in joint venture agreements, Organizational Documents of Non-Guarantor interest by the Initial Borrower or its Subsidiaries and other similar agreements and applicable solely to the assets of such joint ventures and Non-Guarantor Subsidiaries or Equity Interests in such joint ventures or Non-Guarantor Subsidiaries, (f) restrictions in any agreement or other instrument of a Person acquired by the Borrower or any Subsidiary which was in existence at the time of such acquisition (but not created in contemplation thereof or to provide all or any portion of the funds or credit support utilized to consummate such acquisition other than in connection with the incurrence of Indebtedness are ordinarily of the type contemplated by Section 6.1(r))included in Securitization Transactions, which restriction is not applicable to any Person, or the properties or assets of any Person, other than the Person and its Subsidiaries, or the property or assets of the Person and its Subsidiaries, so acquired, (g) prohibitions that apply by reason of any applicable Law, rule, regulation or order or are required by any Governmental Authority having jurisdiction over Holdings or any of its Subsidiaries, (hv) restrictions or prohibitions that arise conditions set forth in any documents in connection with any Lien permitted by Section 6.22009 Debt Issuance, (i) restrictions relating to secured Indebtedness permitted pursuant to Sections 6.1(e)including, (h)but not limited to, (i), (j), (r) and (s), in each case, to the extent that such restrictions or prohibitions apply only to the property or assets securing such Indebtedness, (j) restrictions and prohibitions under the Credit Documents and (k) cash or other deposits permitted under Section 6.2, no Credit Party nor any of its Subsidiaries shall enter into any agreement prohibiting the creation or assumption of any Lien upon any of its properties or assets, whether now owned or hereafter acquired, to secure the ObligationsHY Debt Documents.
Appears in 1 contract
Sources: Credit Agreement (Capitalsource Inc)
No Further Negative Pledges. Except with respect to (a) specific property encumbered to secure payment of particular Indebtedness or to be sold pursuant to an executed agreement with respect to a permitted DispositionCompany shall not, (b) restrictions by reason of customary provisions restricting assignmentsand shall not permit any Guarantor to, subletting or other transfers contained in leases, licenses and similar agreements entered into in the ordinary course of business (provided that such restrictions are limited to the property or assets secured by such Liens or the property or assets subject to such leases, licenses or similar agreements, as the case may be), (c) restrictions identified on Schedule 6.3, (d) restrictions in any agreement or document in effect at the time any Person becomes a Subsidiary of Holdings, so long as such agreement was not entered into in contemplation of such Person becoming a Subsidiary of Holdings, (e) restrictions contained in joint venture agreements, Organizational Documents of Non-Guarantor Subsidiaries and other similar agreements and applicable solely to the assets of such joint ventures and Non-Guarantor Subsidiaries or Equity Interests in such joint ventures or Non-Guarantor Subsidiaries, (f) restrictions in any agreement or other instrument of a Person acquired by the Borrower or any Subsidiary which was in existence at the time of such acquisition (but not created in contemplation thereof or to provide all or any portion of the funds or credit support utilized to consummate such acquisition other than in connection with the incurrence of Indebtedness of the type contemplated by Section 6.1(r)), which restriction is not applicable to any Person, or the properties or assets of any Person, other than the Person and its Subsidiaries, or the property or assets of the Person and its Subsidiaries, so acquired, (g) prohibitions that apply by reason of any applicable Law, rule, regulation or order or are required by any Governmental Authority having jurisdiction over Holdings or any of its Subsidiaries, (h) restrictions or prohibitions that arise in connection with any Lien permitted by Section 6.2, (i) restrictions relating to secured Indebtedness permitted pursuant to Sections 6.1(e), (h), (i), (j), (r) and (s), in each case, to the extent that such restrictions or prohibitions apply only to the property or assets securing such Indebtedness, (j) restrictions and prohibitions under the Credit Documents and (k) cash or other deposits permitted under Section 6.2, no Credit Party nor any of its Subsidiaries shall enter into any agreement Contractual Obligation prohibiting the creation or assumption of any Lien upon any of its properties or assets, whether now owned or hereafter acquired, except (i) pursuant to secure the ObligationsCredit Documents and any Permitted Refinancing Indebtedness in respect thereof, (ii) prohibitions, restrictions and conditions existing on the Closing Date (or any extension, refinancing, replacement or renewal thereof or any amendment or modification thereto that is not, taken as a whole, materially more restrictive (in the good faith determination of the Company) than any such restriction or condition), (iii) prohibitions, restrictions and conditions arising in connection with any Disposition permitted by Section 6.7 with respect to the property subject to such Disposition, (iv) customary prohibitions, restrictions and conditions contained in agreements relating to a Permitted SPV Financing, Permitted SPV Sale or Permitted Whole-Sale Loan, (v) agreements or arrangements binding on a Subsidiary at the time such Subsidiary becomes a Subsidiary of the Company or any permitted extension, refinancing, replacement or renewal of, or any amendment or modification to, any such agreement or arrangement so long as any such extension, refinancing, renewal, amendment or modification is not, take as a whole, materially more restrictive (in the good faith determination of the Company) than such agreement or arrangement, (vi) prohibitions, restrictions and conditions set forth in Indebtedness permitted by this Agreement so long as such prohibitions, restrictions and conditions are not inconsistent with the provisions and requirements set forth in this Agreement, (vii) agreements or arrangements that are customary provisions in joint venture agreements and other similar agreements or arrangements applicable to joint ventures, (viii) prohibitions, restrictions or conditions imposed by any agreement relating to secured Indebtedness permitted by this Agreement if such prohibitions, restrictions or conditions apply only to the Subsidiaries incurring or guaranteeing such Indebtedness, (ix) customary provisions in leases, subleases, licenses, sublicenses or permits so long as such prohibitions, restrictions or conditions relate only to the property subject thereto, (x) customary provisions in leases restricting the assignment or subletting thereof, (xi) customary provisions restricting assignment or transfer of any contract entered into in the ordinary course of business or otherwise permitted hereunder, (xii) prohibitions, restrictions or conditions on cash or other deposits imposed by customers under contracts entered into in the ordinary course of business, (xiii) prohibitions, restrictions or conditions imposed by a Lien permitted by Section 6.2 with respect to the transfer of the property subject thereto, (xiv) restrictions on cash or other deposits or net worth imposed by customers under contracts entered into in the ordinary course of business, (xv) any limitation or prohibition on the disposition or distribution of assets or property in asset sale agreements, stock sale agreements and other similar agreements, which limitation or prohibition is applicable only to the assets that are the subject of such agreements and (xvi) prohibitions, restrictions or conditions on cash or other deposits imposed by customers under contracts entered into in the ordinary course of business.
Appears in 1 contract
No Further Negative Pledges. Except Neither Company nor any Guarantor Subsidiary shall, nor shall it permit any of their Restricted Subsidiaries to, enter into any agreement prohibiting the creation or assumption of any Lien upon any of its properties or assets, whether now owned or hereafter acquired, except with respect to to:
(a) specific property encumbered to secure payment of particular Indebtedness or to be sold pursuant to an executed agreement with respect to a an asset sale permitted Disposition, hereunder,
(b) restrictions contained in leases and licenses that relate only to the property or rights leased or licensed thereunder,
(c) restrictions contained in any instrument, document or agreement to which any Person acquired by Company or a Restricted Subsidiary in a Permitted Acquisition is a party, provided that such restrictions (A) were not created in contemplation of such acquisition and (B) are not applicable to any Person, property or assets other than the Persons so acquired (and its Subsidiaries),
(d) restrictions by reason of customary provisions restricting assignments, subletting or other transfers contained in leases, licenses and similar agreements entered into in the ordinary course of business (provided that such restrictions are limited to the property or assets secured by such Liens or the property or assets subject to such leases, licenses or similar agreements, as the case may be), ,
(ce) restrictions identified that are binding on Schedule 6.3, (d) restrictions in any agreement or document in effect a Restricted Subsidiary at the time any Person such Restricted Subsidiary first becomes a Subsidiary of HoldingsRestricted Subsidiary, so long as such agreement was restrictions were not entered into solely in contemplation of such Person becoming a Subsidiary of Holdings, (e) restrictions contained in joint venture agreements, Organizational Documents of Non-Guarantor Subsidiaries and other similar agreements and applicable solely to the assets of such joint ventures and Non-Guarantor Subsidiaries or Equity Interests in such joint ventures or Non-Guarantor Subsidiaries, Restricted Subsidiary,
(f) restrictions in any agreement or other instrument of a Person acquired by the Borrower or any Subsidiary which was in existence at the time of such acquisition (but not created in contemplation thereof or to provide all or any portion of the funds or credit support utilized to consummate such acquisition other than in connection with the incurrence of agreements evidencing Indebtedness of the type contemplated by Section 6.1(r)), which restriction is not applicable to any Person, or the properties or assets of any Person, other than the Person and its Subsidiaries, or the property or assets of the Person and its Subsidiaries, so acquired, (g) prohibitions that apply by reason of any applicable Law, rule, regulation or order or are required by any Governmental Authority having jurisdiction over Holdings or any of its Subsidiaries, (h) restrictions or prohibitions that arise in connection with any Lien permitted by Section 6.2, (i) restrictions relating to secured Indebtedness permitted pursuant to Sections 6.1(e6.1(g), (h6.1(h), (i6.1(i), (j6.1(n), (r) and (s6.1(o), in each case6.1(w), 6.1(x), 6.1(y), 6.1(z) or 6.1(aa) to the extent that such restrictions are usual or prohibitions apply only customary in agreements evidencing Indebtedness of such types and do not impair the Lien granted pursuant to the property or assets securing such Indebtedness, (j) restrictions and prohibitions under the Credit Documents and the provisions of Sections 5.10, 5.11 and 5.12 of this Agreement and Section 5 of the Pledge and Security Agreement and the Holding Pledge Agreement, and
(kg) cash provisions in the principal lease, service and operating agreements pertaining to Projects or other deposits the partnership and financing agreements relating to Projects, or any extension, renewal or replacement thereof so long as in each case such lease, service, operating, partnership or financing agreement is in effect as of the Closing Date, is otherwise permitted under Section 6.2to be entered into hereunder and, in the case of any extension, renewal or replacement, such agreement contains no Credit Party nor any of its Subsidiaries shall enter into any agreement more restrictive provisions relating to prohibiting the creation or assumption of any Lien upon any of its the properties or assetsassets of the relevant Subsidiary than the lease, whether now owned service, operating, partnership or hereafter acquiredfinancing agreement so extended, to secure the Obligationsrenewed or replaced.
Appears in 1 contract
Sources: Credit and Guaranty Agreement (Covanta Holding Corp)
No Further Negative Pledges. Except The Borrower shall not, nor shall it permit any of its Restricted Subsidiaries to, enter into any agreement prohibiting the creation or assumption of any Lien upon any Collateral, whether now owned or hereafter acquired, for the benefit of the Secured Parties with respect to the Obligations, except with respect to:
(a) specific property encumbered to secure payment of particular Indebtedness or to be sold pursuant to an executed any Disposition permitted by Section 6.07;
(b) restrictions contained in any agreement with respect to Indebtedness permitted by Section 6.01 that is secured by a Permitted Lien, but only if such restrictions apply only to the Person or Persons obligated under such Indebtedness and its or their Restricted Subsidiaries or the property or assets securing such Indebtedness;
(c) restrictions contained in any ABL Facility and the documentation governing Indebtedness permitted Dispositionby clauses (j), (bm), (p), (q), (u), (w), (x), (z) and/or (ii) of Section 6.01, in each case, to the extent such restriction does not restrict the Secured Obligations from being secured by assets that constitute Collateral;
(d) restrictions by reason of customary provisions restricting assignments, subletting or other transfers (including the granting of any Lien) contained in leases, licenses subleases, licenses, sublicenses and similar other agreements entered into in the ordinary course of business (provided that such restrictions are limited to the relevant leases, subleases, licenses, sublicenses or other agreements and/or the property or assets secured by such Liens or the property or assets subject to such leases, licenses subleases, licenses, sublicenses or similar other agreements, as the case may be), ;
(ce) restrictions identified on Schedule 6.3, (d) Permitted Liens and restrictions in the agreements relating thereto that limit the right of the Borrower or any agreement of its Restricted Subsidiaries to Dispose of, or document encumber the assets subject to such Liens;
(f) provisions limiting the Disposition or distribution of assets or property in effect at joint venture agreements, sale-leaseback agreements, stock sale agreements and other similar agreements, which limitation is applicable only to the time assets that are the subject of such agreements (or the Persons the Capital Stock of which is the subject of such agreement);
(g) any Person becomes a Subsidiary encumbrance or restriction assumed in connection with an acquisition of Holdingsthe property or Capital Stock of any Person, so long as such agreement encumbrance or restriction relates solely to the property so acquired (or to the Person or Persons (and its or their subsidiaries) bound thereby) and was not created in connection with or in anticipation of such acquisition;
(h) restrictions imposed by customary provisions in partnership agreements, limited liability company organizational governance documents, joint venture agreements and other similar agreements that restrict the transfer of the assets of, or ownership interests in, the relevant partnership, limited liability company, joint venture or any similar Person;
(i) restrictions on Cash or other deposits imposed by Persons under contracts entered into in contemplation the ordinary course of business or for whose benefit such Person becoming a Subsidiary of HoldingsCash or other deposits exist;
(j) restrictions set forth in documents which exist on the Third Amendment Effective Date;
(k) restrictions set forth in any Loan Document, any Hedge Agreement and/or any agreement relating to any Banking Services Obligation;
(el) restrictions contained in joint venture agreements, Organizational Documents documents governing Indebtedness permitted hereunder of Non-Guarantor Subsidiaries and other similar agreements and applicable solely any Restricted Subsidiary that is not a Loan Party;
(m) restrictions on any asset (or all of the assets) of and/or the Capital Stock of the Borrower and/or any Restricted Subsidiary which is imposed pursuant to the assets an agreement entered into in connection with any Disposition of such joint ventures and Non-Guarantor Subsidiaries asset (or Equity Interests in such joint ventures assets) and/or all or Non-Guarantor Subsidiaries, a portion of the Capital Stock of the relevant Person that is permitted or not restricted by this Agreement;
(fn) restrictions set forth in any agreement or other instrument relating to any Permitted Lien that limits the right of a Person acquired by the Borrower or any Restricted Subsidiary which was in existence at to Dispose of or encumber the time of such acquisition assets subject thereto; and
(but not created in contemplation thereof or to provide all or any portion of the funds or credit support utilized to consummate such acquisition other than in connection with the incurrence of Indebtedness of the type contemplated by Section 6.1(r)), which restriction is not applicable to any Person, or the properties or assets of any Person, other than the Person and its Subsidiaries, or the property or assets of the Person and its Subsidiaries, so acquired, (g) prohibitions that apply by reason of any applicable Law, rule, regulation or order or are required by any Governmental Authority having jurisdiction over Holdings or any of its Subsidiaries, (ho) restrictions or prohibitions encumbrances imposed by any amendment, modification, restatement, renewal, increase, supplement, refunding, replacement or refinancing of the contracts, instruments or obligations referred to in clauses (a) through (n) above; provided that arise in connection with any Lien permitted by Section 6.2no such amendment, (i) restrictions relating to secured Indebtedness permitted pursuant to Sections 6.1(e)modification, (h)restatement, (i)renewal, (j)increase, (r) and (s)supplement, refunding, replacement or refinancing is, in each casethe good faith judgment of the Borrower, more restrictive with respect to such encumbrances and other restrictions, taken as a whole, than those in effect prior to the extent that such restrictions relevant amendment, modification, restatement, renewal, increase, supplement, refunding, replacement or prohibitions apply only to the property or assets securing such Indebtedness, (j) restrictions and prohibitions under the Credit Documents and (k) cash or other deposits permitted under Section 6.2, no Credit Party nor any of its Subsidiaries shall enter into any agreement prohibiting the creation or assumption of any Lien upon any of its properties or assets, whether now owned or hereafter acquired, to secure the Obligationsrefinancing.
Appears in 1 contract
Sources: First Lien Credit Agreement (Hayward Holdings, Inc.)
No Further Negative Pledges. Except with respect to (a) specific property encumbered to secure payment Each of particular Indebtedness the Credit Parties will not, nor will it permit any Subsidiary to, enter into, assume or to be sold pursuant to an executed agreement with respect to a permitted Disposition, (b) restrictions by reason of customary provisions restricting assignments, subletting or other transfers contained in leases, licenses and similar agreements entered into in the ordinary course of business (provided that such restrictions are limited to the property or assets secured by such Liens or the property or assets become subject to such leases, licenses or similar agreements, as the case may be), (c) restrictions identified on Schedule 6.3, (d) restrictions in any agreement or document in effect at the time any Person becomes a Subsidiary of Holdings, so long as such agreement was not entered into in contemplation of such Person becoming a Subsidiary of Holdings, (e) restrictions contained in joint venture agreements, Organizational Documents of Non-Guarantor Subsidiaries and other similar agreements and applicable solely to the assets of such joint ventures and Non-Guarantor Subsidiaries or Equity Interests in such joint ventures or Non-Guarantor Subsidiaries, (f) restrictions in any agreement or other instrument of a Person acquired by the Borrower or any Subsidiary which was in existence at the time of such acquisition (but not created in contemplation thereof or to provide all or any portion of the funds or credit support utilized to consummate such acquisition other than in connection with the incurrence of Indebtedness of the type contemplated by Section 6.1(r)), which restriction is not applicable to any Person, or the properties or assets of any Person, other than the Person and its Subsidiaries, or the property or assets of the Person and its Subsidiaries, so acquired, (g) prohibitions that apply by reason of any applicable Law, rule, regulation or order or are required by any Governmental Authority having jurisdiction over Holdings or any of its Subsidiaries, (h) restrictions or prohibitions that arise in connection with any Lien permitted by Section 6.2, (i) restrictions relating to secured Indebtedness permitted pursuant to Sections 6.1(e), (h), (i), (j), (r) and (s), in each case, to the extent that such restrictions or prohibitions apply only to the property or assets securing such Indebtedness, (j) restrictions and prohibitions under the Credit Documents and (k) cash or other deposits permitted under Section 6.2, no Credit Party nor any of its Subsidiaries shall enter into any agreement prohibiting or otherwise restricting the creation or assumption of any Lien upon any of 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 (a) pursuant to secure this Agreement and the Obligationsother Credit Documents, (b) pursuant to any document or instrument governing Indebtedness incurred pursuant to Section 6.1(c), PROVIDED that any such restriction contained therein relates only to the asset or assets constructed, improved or acquired in connection therewith, (c) 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, (d) pursuant to an agreement in effect at or entered into on the Closing Date and reflected on SCHEDULE 6.9 hereto together with any amendment to such agreement or any replacement agreement thereto (to the extent permitted hereunder) so long as any such amendment or replacement agreement is not more disadvantageous to the Credit Parties or any of their Subsidiaries, as the case may be, in any material respect than the original agreement as in effect on the Closing Date, (e) pursuant to an agreement relating to any Indebtedness issued by a Subsidiary acquired in a Permitted Acquisition on or prior to the consummation of such Permitted Acquisition (other than Indebtedness issued in contemplation of such Permitted Acquisition), (f) customary non-assignment provisions in leases or licenses governing leasehold interests or licenses, as applicable, to the extent such provisions restrict the transfer of the lease or license, as applicable, (g) pursuant to any sale agreement entered into in connection with any Asset Disposition permitted hereunder and (h) pursuant to any agreement evidencing Indebtedness permitted by Sections 6.1(b), (e), (k), (n), and (p).
Appears in 1 contract
No Further Negative Pledges. Except with respect Neither the Borrower nor any Restricted Subsidiary will, directly or indirectly, enter into, incur or permit to (a) specific property encumbered to secure payment of particular Indebtedness or to be sold pursuant to an executed agreement with respect to a permitted Disposition, (b) restrictions by reason of customary provisions restricting assignments, subletting or other transfers contained in leases, licenses and similar agreements entered into in the ordinary course of business (provided that such restrictions are limited to the property or assets secured by such Liens or the property or assets subject to such leases, licenses or similar agreements, as the case may be), (c) restrictions identified on Schedule 6.3, (d) restrictions in any agreement or document in effect at the time any Person becomes a Subsidiary of Holdings, so long as such agreement was not entered into in contemplation of such Person becoming a Subsidiary of Holdings, (e) restrictions contained in joint venture agreements, Organizational Documents of Non-Guarantor Subsidiaries and other similar agreements and applicable solely to the assets of such joint ventures and Non-Guarantor Subsidiaries or Equity Interests in such joint ventures or Non-Guarantor Subsidiaries, (f) restrictions in exist any agreement or other instrument arrangement that prohibits, restricts or imposes any condition upon the ability of a Person acquired by the Borrower or any Restricted Subsidiary which was in existence at the time of such acquisition (but not created in contemplation thereof to create, incur or permit to provide all or any portion of the funds or credit support utilized to consummate such acquisition other than in connection with the incurrence of Indebtedness of the type contemplated by Section 6.1(r)), which restriction is not applicable to any Person, or the properties or assets of any Person, other than the Person and its Subsidiaries, or the property or assets of the Person and its Subsidiaries, so acquired, (g) prohibitions that apply by reason of any applicable Law, rule, regulation or order or are required by any Governmental Authority having jurisdiction over Holdings or any of its Subsidiaries, (h) restrictions or prohibitions that arise in connection with any Lien permitted by Section 6.2, (i) restrictions relating to secured Indebtedness permitted pursuant to Sections 6.1(e), (h), (i), (j), (r) and (s), in each case, to the extent that such restrictions or prohibitions apply only to the property or assets securing such Indebtedness, (j) restrictions and prohibitions under the Credit Documents and (k) cash or other deposits permitted under Section 6.2, no Credit Party nor any of its Subsidiaries shall enter into any agreement prohibiting the creation or assumption of exist any Lien upon any of its properties or assets, whether now owned or hereafter acquired, to secure any Obligations; provided that the Obligationsforegoing shall not apply to (a) restrictions and conditions imposed by law or by any Credit Document, (b) restrictions and conditions existing on the Closing Date identified on Schedule 6.3, and amendments, modifications, extensions and renewals thereof (including any such extension or renewal arising as a result of an extension, renewal or refinancing of any Indebtedness containing such restriction or condition), provided, in each case, that the scope of any such restriction or condition shall not have been expanded as a result thereof, (c) in the case of (i) any Restricted Subsidiary that is not a wholly-owned Restricted Subsidiary or (ii) the Equity Interests in any Person that is not a Restricted Subsidiary (including any Unrestricted Subsidiary), restrictions and conditions imposed by the Organizational Documents of such Restricted Subsidiary or such other Person or contained in any related joint venture, shareholders’ or similar agreement or, in the case of clause (ii), in any agreement or instrument relating to Indebtedness of such Person, provided in each case that such restrictions and conditions apply only to such Restricted Subsidiary and to any Equity Interests in such Restricted Subsidiary or to the Equity Interests in such other Person (including any Unrestricted Subsidiary), as applicable, (d) restrictions and conditions imposed by any agreement or document governing secured Indebtedness permitted by this Agreement, provided that such restrictions and conditions apply only to the assets securing such Indebtedness or subject to such Liens and proceeds and products of, and after-acquired property that is affixed or incorporated into, such assets, (e) restrictions and conditions imposed by agreements relating to Indebtedness permitted by Section 6.1(f), provided that such restrictions and conditions apply only to Persons that are permitted under such Section to be obligors in respect of such Indebtedness and are not less favorable to the Lenders than the restrictions and conditions imposed by such Indebtedness (or, in the case of any Refinancing Indebtedness, by the applicable Original Indebtedness) at the time such Indebtedness first became subject to Section 6.1, (f) in connection with the sale of any Equity Interests in a Subsidiary or any other assets, customary restrictions and conditions contained in agreements relating to such sale pending the completion thereof, provided that such restrictions and conditions apply only to the Subsidiary or the other assets to be sold and such sale is permitted under Section 6.8, (g) restrictions and conditions imposed by any agreement or document governing Indebtedness of any Restricted Subsidiary that is not, and is not required to become, a Credit Party hereunder, provided that such restrictions and conditions apply only to such Restricted Subsidiary, (h) restrictions and conditions imposed by customary provisions in leases, licenses and other agreements restricting the assignment thereof or, in the case of any lease or license, permitting to exist any Lien on the assets leased or licensed thereunder, (i) restrictions on cash or deposits or net worth covenants imposed by customers, suppliers or landlords under agreements entered into in the ordinary course of business, (j) customary restrictions in respect of Intellectual Property contained in licenses or sublicenses of, or other grants of rights to use or exploit, such Intellectual Property, (k) restrictions and conditions contained in any Permitted Revolving Indebtedness as in effect on the Closing Date and amendments, modifications, extensions and renewals thereof, provided, in each case, that the scope of any such restriction or condition shall not have been expanded as a result thereof, (l) restrictions contained in any agreement or instrument in effect at the time any Person becomes a Subsidiary, or any agreement or instrument assumed in connection with any acquisition of assets from any Person, provided that such agreements and instruments were not entered into solely in contemplation of such Person becoming a Subsidiary or of such acquisition of assets from such Person, and amendments, modifications, replacements, renewals or extensions thereof (including any such renewals or extension arising as a result of a renewal, extension or refinancing of any Indebtedness containing such restriction), provided, in each case, that the scope of any such restriction shall not have been expanded as a result thereof, (m) restrictions constituting Permitted Liens and (n) restrictions and conditions contained in any agreement or instrument evidencing or governing any Indebtedness permitted by Section 6.1 to the extent, in the good faith judgment of the Borrower, such restrictions and conditions are on customary market terms for Indebtedness of such type and so long as the Borrower has determined in good faith that such restrictions and conditions would not reasonably be expected to impair in any material respect the ability of the Credit Parties to meet their obligations under the Credit Documents.
Appears in 1 contract
Sources: Term Credit and Guaranty Agreement (QualTek Services Inc.)
No Further Negative Pledges. Except with respect to (a) specific property encumbered to secure payment of particular Indebtedness or to be sold pursuant to an executed agreement with respect to a permitted DispositionAsset Sale, (b) restrictions by reason of customary provisions restricting assignments, subletting or other transfers contained in leases, licenses and similar agreements entered into in the ordinary course of business (provided that such restrictions are limited to the property or assets secured by such Liens or the property or assets subject to such leases, licenses or similar agreements, as the case may be), (c) restrictions identified under the Term Loan Facility Documents as in effect on Schedule 6.3the Closing Date, (d) restrictions identified on Schedule 6.7, (e) covenants in documents creating Liens permitted by Section 6.2 prohibiting further Liens on the properties encumbered thereby, (f) customary provisions restricting assignment of any agreement or license entered into by the Borrower or any Subsidiary thereof in the ordinary course of business, (g) any other agreement that does not restrict in any manner (directly or indirectly) Liens created pursuant to the Credit Documents on any Collateral securing the Secured Obligations and does not require the direct or indirect granting of any Lien securing any Indebtedness or other obligation by virtue of the granting of Liens on or pledge of property of any Credit Party to secure the Secured Obligations and (h) any prohibition or limitation that (i) exists pursuant to applicable Requirements of Law, (ii) consists of customary restrictions and conditions contained in any agreement relating to any transaction permitted under Section 6.6, (iii) restricts subletting or document assignment of leasehold interests contained in any lease governing a leasehold interest of Borrower or a Subsidiary, (iv) exists in any agreement in effect at the time any Person such Subsidiary becomes a Subsidiary of Holdingsthe Borrower, so long as such agreement was not entered into in contemplation of such Person person becoming a Subsidiary of HoldingsSubsidiary, or (ev) restrictions contained in joint venture agreements, Organizational Documents of Non-Guarantor Subsidiaries and other similar agreements and applicable solely to the assets of such joint ventures and Non-Guarantor Subsidiaries or Equity Interests in such joint ventures or Non-Guarantor Subsidiaries, (f) restrictions exists in any agreement or other instrument of a Person acquired by the Borrower or any Subsidiary which was in existence at the time of such acquisition (but not created in contemplation thereof or to provide all or any portion of the funds or credit support utilized to consummate such acquisition other than governing Indebtedness assumed in connection with the incurrence of Indebtedness of the type contemplated by Section 6.1(r))any Permitted Acquisition, which encumbrance or restriction is not applicable to any Personperson, or the properties or assets of any Personperson, other than the Person and its Subsidiaries, person or the property properties or assets of the Person and its Subsidiaries, person so acquired, (g) prohibitions that apply by reason of any applicable Law, rule, regulation or order or are required by any Governmental Authority having jurisdiction over Holdings or any of its Subsidiaries, (h) restrictions or prohibitions that arise in connection with any Lien permitted by Section 6.2, (i) restrictions relating to secured Indebtedness permitted pursuant to Sections 6.1(e), (h), (i), (j), (r) and (s), in each case, to the extent that such restrictions or prohibitions apply only to the property or assets securing such Indebtedness, (j) restrictions and prohibitions under the Credit Documents and (k) cash or other deposits permitted under Section 6.2, no Credit Party nor any of its Subsidiaries shall enter into any agreement prohibiting the creation or assumption of any Lien upon any of its properties or assets, whether now owned or hereafter acquired, to secure the Secured Obligations.
Appears in 1 contract
No Further Negative Pledges. Except with respect Following December 23, 2008, the Credit Parties shall not enter into, assume or become subject to any new agreement that prohibits or restricts (or amend, restate, supplement or modify any agreement in effect on December 23, 2008 if one of the purposes of such amendment, restatement, supplement or modification is to prohibit or otherwise restrict) 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; provided that the foregoing shall not apply to (ai) specific restrictions or conditions imposed by any agreement relating to Permitted Purchase Money Indebtedness and Cash Collateralized Letters of Credit if such restrictions or conditions apply only to the property encumbered to secure payment of particular Indebtedness or to be sold pursuant to an executed agreement with respect to a permitted Dispositionassets securing such Debt, (bii) restrictions by reason of customary provisions restricting assignments, subletting or other transfers contained in leases, licenses and similar agreements entered into in the ordinary course of business (provided that such restrictions are limited to the property or assets secured by such Liens or the property or assets subject to such leases, licenses or similar agreements, as the case may be), (ciii) this Agreement and the other Credit Documents, and (iv) restrictions identified imposed by any sale agreement on Schedule 6.3, (d) restrictions the creation of Liens in any agreement or document in effect at the time any Person becomes a Subsidiary of HoldingsSecuritization Transaction, so long as such agreement was restrictions are (A) in the case of Securitization Transactions originated by Initial Borrower or its Subsidiaries, substantially similar to those contained in the documentation for any Securitization Transaction entered into prior to December 23, 2008 and (B) in the case of any interest in Securitization Transactions originated by Persons other than the Initial Borrower or its Subsidiaries, not entered into in contemplation of the acquisition of such Person becoming a Subsidiary of Holdings, (e) restrictions contained in joint venture agreements, Organizational Documents of Non-Guarantor interest by the Initial Borrower or its Subsidiaries and other similar agreements and applicable solely to the assets of such joint ventures and Non-Guarantor Subsidiaries or Equity Interests in such joint ventures or Non-Guarantor Subsidiaries, (f) restrictions in any agreement or other instrument of a Person acquired by the Borrower or any Subsidiary which was in existence at the time of such acquisition (but not created in contemplation thereof or to provide all or any portion of the funds or credit support utilized to consummate such acquisition other than in connection with the incurrence of Indebtedness are ordinarily of the type contemplated by Section 6.1(r)), which restriction is not applicable to any Person, or the properties or assets of any Person, other than the Person and its Subsidiaries, or the property or assets of the Person and its Subsidiaries, so acquired, (g) prohibitions that apply by reason of any applicable Law, rule, regulation or order or are required by any Governmental Authority having jurisdiction over Holdings or any of its Subsidiaries, (h) restrictions or prohibitions that arise included in connection with any Lien permitted by Section 6.2, (i) restrictions relating to secured Indebtedness permitted pursuant to Sections 6.1(e), (h), (i), (j), (r) and (s), in each case, to the extent that such restrictions or prohibitions apply only to the property or assets securing such Indebtedness, (j) restrictions and prohibitions under the Credit Documents and (k) cash or other deposits permitted under Section 6.2, no Credit Party nor any of its Subsidiaries shall enter into any agreement prohibiting the creation or assumption of any Lien upon any of its properties or assets, whether now owned or hereafter acquired, to secure the ObligationsSecuritization Transactions.
Appears in 1 contract
Sources: Credit Agreement (Capitalsource Inc)
No Further Negative Pledges. Except with respect to (a) specific property encumbered to secure payment of particular Indebtedness or to be sold pursuant to an executed agreement with respect to a an Asset Sale permitted Dispositionunder Section 6.9, (b) [reserved], (c) restrictions by reason of customary provisions restricting assignments, subletting or other transfers contained in leases, licenses and similar agreements entered into in the ordinary course of business (provided that such restrictions are limited to the property or assets secured by such Liens or the property or assets subject to such leases, licenses or similar agreements, as the case may be), (c) restrictions identified on Schedule 6.3, (d) restrictions in any agreement or document in effect at the time any Person becomes a Subsidiary of Holdings, so long as such agreement was not entered into in contemplation of such Person becoming a Subsidiary of Holdings[reserved], (e) restrictions contained in joint venture agreements, Organizational Documents of Non-Guarantor Subsidiaries and other similar agreements and applicable solely to the assets of such joint ventures and Non-Guarantor Subsidiaries or Equity Interests in such joint ventures or Non-Guarantor Subsidiaries, (f) restrictions in under any agreement or other instrument of a Person acquired by the Borrower or any Subsidiary which merged, amalgamated or consolidated with or into Loan Party that was in existence at the time of such acquisition (but or at the time it merges with or into any Loan Party in connection with the acquisition of assets from such Person (but, in each case, not created in contemplation thereof or to provide all or any portion of the funds or credit support utilized to consummate such acquisition other than in connection with the incurrence of Indebtedness of the type contemplated by Section 6.1(rthereof)), which encumbrance or restriction is not applicable to any Person, or the properties or assets of any Person, other than the Person and its SubsidiariesPerson, or the property or assets of the Person and its SubsidiariesPerson, so acquiredacquired or designation, (f) restrictions on cash or other deposits or net worth imposed by customers under commercial contracts entered into in the ordinary course of business, (g) prohibitions any encumbrances or restrictions entered into in the ordinary course of business with respect to Intellectual Property Rights that apply by reason of any applicable Law, rule, regulation limit or order or are required by any Governmental Authority having jurisdiction over Holdings or any of its Subsidiariesrestrict the ability to grant a security interest in such Intellectual Property Rights, (h) restrictions customary provisions in joint venture agreements or prohibitions that arise in connection with any Lien permitted by Section 6.2arrangements and other similar agreements or arrangements relating solely to the applicable joint venture, (i) restrictions relating to any encumbrance or restriction contained in secured Indebtedness otherwise permitted pursuant to Sections 6.1(e), (h), (i), (j), (r) and (s), in each case, be incurred hereunder to the extent that such restrictions or prohibitions apply only limiting the right of the debtor to dispose of the property or assets securing such Indebtedness, Indebtedness and (j) any encumbrances or restrictions of the type referred to in the immediately preceding clauses (a) through (i) above imposed by any amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings of the contracts, instruments or obligations referred to such immediately preceding clauses (a) through (i) above; provided that such encumbrances and prohibitions under restrictions contained in any such amendment, modification, restatement, renewal, increase, supplement, refunding, replacement or refinancing are, in the Credit Documents good faith judgment of the Borrower, not materially more restrictive, taken as a whole, than the encumbrances and (k) cash restrictions prior to such amendment, modification, restatement, renewal, increase, supplement, refunding, replacement or other deposits permitted under Section 6.2refinancing, no Credit Loan Party nor any of its Borrower’s Subsidiaries shall enter into any agreement prohibiting the creation or assumption of any Lien in favor of the Administrative Agent upon any of its properties or assets, whether now owned or hereafter acquired, to secure the Obligations.
Appears in 1 contract
No Further Negative Pledges. Except The Lead Borrower shall not, nor shall it permit any of its Restricted Subsidiaries to, enter into any agreement prohibiting the creation or assumption of any Lien upon any Collateral, whether now owned or hereafter acquired, for the benefit of the Secured Parties with respect to the Obligations, except with respect to:
(a) specific property encumbered to secure payment of particular Indebtedness or to be sold pursuant to an executed any Disposition permitted by Section 6.07; -175-
(b) restrictions contained in any agreement with respect to Indebtedness permitted by Section 6.01 that is secured by a Permitted Lien, but only if such restrictions apply only to the Person or Persons obligated under such Indebtedness and its or their Restricted Subsidiaries or the property or assets securing such Indebtedness;
(c) restrictions contained in any Term Facility and the documentation governing Indebtedness permitted Dispositionby clauses (j), (bm), (p), (u), (w) and/or (y) of Section 6.01, in each case, to the extent such restriction does not restrict the Secured Obligations from being secured by assets that constitute Collateral;
(d) restrictions by reason of customary provisions restricting assignments, subletting or other transfers (including the granting of any Lien) contained in leases, licenses subleases, licenses, sublicenses and similar other agreements entered into in the ordinary course of business (provided that such restrictions are limited to the relevant leases, subleases, licenses, sublicenses or other agreements and/or the property or assets secured by such Liens or the property or assets subject to such leases, licenses subleases, licenses, sublicenses or similar other agreements, as the case may be), ;
(ce) restrictions identified on Schedule 6.3, (d) Permitted Liens and restrictions in the agreements relating thereto that limit the right of the Lead Borrower or any agreement of its Restricted Subsidiaries to Dispose of, or document encumber the assets subject to such Liens;
(f) provisions limiting the Disposition or distribution of assets or property in effect at joint venture agreements, sale-leaseback agreements, stock sale agreements and other similar agreements, which limitation is applicable only to the time assets that are the subject of such agreements (or the Persons the Capital Stock of which is the subject of such agreement);
(g) any Person becomes a Subsidiary encumbrance or restriction assumed in connection with an acquisition of Holdingsthe property or Capital Stock of any Person, so long as such agreement encumbrance or restriction relates solely to the property so acquired (or to the Person or Persons (and its or their subsidiaries) bound thereby) and was not created in connection with or in anticipation of such acquisition;
(h) restrictions imposed by customary provisions in partnership agreements, limited liability company organizational governance documents, joint venture agreements and other similar agreements that restrict the transfer of the assets of, or ownership interests in, the relevant partnership, limited liability company, joint venture or any similar Person;
(i) restrictions on Cash or other deposits imposed by Persons under contracts entered into in contemplation the ordinary course of business or for whose benefit such Person becoming a Subsidiary of HoldingsCash or other deposits exist;
(j) restrictions set forth in documents which exist on the Closing Date;
(k) restrictions set forth in any Loan Document, any Hedge Agreement and/or any agreement relating to any Banking Services Obligation; -176-
(el) restrictions contained in joint venture agreements, Organizational Documents documents governing Indebtedness permitted hereunder of Non-Guarantor Subsidiaries and other similar agreements and applicable solely to the assets of such joint ventures and Non-Guarantor Subsidiaries or Equity Interests in such joint ventures or Non-Guarantor Subsidiaries, any Restricted Subsidiary that is not a Loan Party;
(fm) restrictions in on any agreement asset (or other instrument all of a Person acquired by the assets) of and/or the Capital Stock of the Lead Borrower or and/or any Restricted Subsidiary which was in existence at the time of such acquisition (but not created in contemplation thereof or is imposed pursuant to provide all or any portion of the funds or credit support utilized to consummate such acquisition other than in connection with the incurrence of Indebtedness of the type contemplated by Section 6.1(r)), which restriction is not applicable to any Person, or the properties or assets of any Person, other than the Person and its Subsidiaries, or the property or assets of the Person and its Subsidiaries, so acquired, (g) prohibitions that apply by reason of any applicable Law, rule, regulation or order or are required by any Governmental Authority having jurisdiction over Holdings or any of its Subsidiaries, (h) restrictions or prohibitions that arise an agreement entered into in connection with any Lien Disposition of such asset (or assets) and/or all or a portion of the Capital Stock of the relevant Person that is permitted or not restricted by Section 6.2, this Agreement;
(in) restrictions set forth in any agreement relating to secured Indebtedness permitted pursuant any Permitted Lien that limits the right of the Lead Borrower or any Restricted Subsidiary to Sections 6.1(e)Dispose of or encumber the assets subject thereto; and
(o) restrictions or encumbrances imposed by any amendment, modification, restatement, renewal, increase, supplement, refunding, replacement or refinancing of the contracts, instruments or obligations referred to in clauses (h)a) through (n) above; provided that no such amendment, (i)modification, (j)restatement, (r) and (s)renewal, increase, supplement, refunding, replacement or refinancing is, in each casethe good faith judgment of the Lead Borrower, more restrictive with respect to such encumbrances and other restrictions, taken as a whole, than those in effect prior to the extent that such restrictions relevant amendment, modification, restatement, renewal, increase, supplement, refunding, replacement or prohibitions apply only to the property or assets securing such Indebtedness, (j) restrictions and prohibitions under the Credit Documents and (k) cash or other deposits permitted under Section 6.2, no Credit Party nor any of its Subsidiaries shall enter into any agreement prohibiting the creation or assumption of any Lien upon any of its properties or assets, whether now owned or hereafter acquired, to secure the Obligationsrefinancing.
Appears in 1 contract
No Further Negative Pledges. Except with respect to (a) specific property encumbered to secure payment of particular Indebtedness or to be sold pursuant to an executed agreement with respect to a permitted Disposition, (b) restrictions by reason an Asset Sale or held in respect of customary provisions restricting assignments, subletting or other transfers contained in leases, licenses and similar agreements entered into in the ordinary course of business (provided that such restrictions are limited to the property or assets secured by such Liens or the property or assets subject to such leases, licenses or similar agreements, as the case may be), (c) restrictions identified on Schedule 6.3, (d) restrictions in any agreement or document in effect at the time any Person becomes a Subsidiary of Holdings, so long as such agreement was not entered into in contemplation of such Person becoming a Subsidiary of Holdings, (e) restrictions contained in joint venture agreements, Organizational Documents of Non-Guarantor Subsidiaries and other similar agreements and applicable solely to the assets of such joint ventures and Non-Guarantor Subsidiaries or Equity Interests in such joint ventures or Non-Guarantor Subsidiaries, (f) restrictions in any agreement or other instrument of a Person acquired by the Borrower or any Subsidiary which was in existence at the time of such acquisition (but not created in contemplation thereof or to provide all or any portion of the funds or credit support utilized to consummate such acquisition other than in connection with the incurrence of Indebtedness of the type contemplated by Section 6.1(r)), which restriction is not applicable to any Person, or the properties or assets of any Person, other than the Person and its Subsidiaries, or the property or assets of the Person and its Subsidiaries, so acquired, (g) prohibitions that apply by reason of any applicable Law, rule, regulation or order or are required by any Governmental Authority having jurisdiction over Holdings or any of its Subsidiaries, (h) restrictions or prohibitions that arise in connection with any Lien permitted by Section 6.2, (i) restrictions relating to secured Indebtedness Capital Leases permitted pursuant to Sections 6.1(esubsection 7.1(iii), (h), (i), (j), (r) and (s), in each case, to the extent that such restrictions or prohibitions apply only to the property or assets securing such Indebtedness, (j) restrictions and prohibitions under the Credit Documents and (k) cash or other deposits permitted under Section 6.2, no Credit Party neither Company nor any of its Subsidiaries shall enter into any agreement (other than (x) the Senior Subordinated Note Indenture and (y) an agreement prohibiting only the creation of Liens securing Subordinated Indebtedness) prohibiting the creation or assumption of any Lien upon any of its properties or assets, whether now owned or hereafter acquired; provided that the foregoing shall not preclude Company and its Subsidiaries from entering into:
(a) agreements with governmental authorities prohibiting the creation or assumption of any Lien on assets located in the jurisdiction of any such governmental authority and utilized pursuant to the applicable agreement, (i) to secure the Obligationsextent existing on the Closing Date, as set forth in Schedule 7.2C(a) and (ii) to the extent such agreements are entered into after the Closing Date, at the time any such agreement is entered into, the aggregate value of such assets subject to such prohibitions, together with the aggregate value of any such assets subject to the 119 EXECUTION encumbrances and restrictions permitted by subsection 7.2D(a)(ii), in each case as set forth on the most recent consolidated balance sheet of Company and its Subsidiaries in accordance with GAAP, shall not exceed 5% of the aggregate value of all assets set forth on the most recent consolidated balance sheet of Company and its Subsidiaries in accordance with GAAP;
(A) agreements containing customary provisions restricting (1) the subletting or assignment of any lease or (2) the transfer of copyrighted or patented materials, (B) agreements containing provisions that restrict the assignment of such agreements or rights thereunder; provided that payments received or to be received pursuant to such agreements shall be subject to the Liens securing the Obligations or (C) customary provisions contained in the terms of any shares, interests, participations or other equivalents of corporate stock of any Subsidiary of Company that is a corporation or any partnership, limited liability company or other equity interests of any Subsidiary of Company that is not a corporation (hereinafter "Equity Interests") restricting the payment of dividends and the making of distributions on Equity Interests, in each case described in this clause (C) solely to the extent set forth in Schedule 7.2D(c);
(c) agreements or instruments governing Indebtedness permitted by subsection 7.1(xi) prohibiting the creation or assumption of any Lien on assets or properties of the Foreign Subsidiary incurring such Indebtedness; provided that the projected Consolidated EBITDA attributable to the Foreign Subsidiary incurring such Indebtedness and any of its Subsidiaries in any Fiscal Year (as set forth in the Financial Plan or Revised Financial Plan, as the case may be, for such Fiscal Year) shall not exceed 5% of the aggregate projected Consolidated EBITDA of Company and its Subsidiaries in such Fiscal Year (as set forth in the Financial Plan or Revised Financial Plan, as the case may be, for such Fiscal Year); provided further that, in the event that the Foreign Subsidiary incurring such Indebtedness was not included in the Financial Plan or Revised Financial Plan, as the case may be, for such Fiscal Year because such Foreign Subsidiary was not a Subsidiary of Company at the time such Financial Plan or Revised Financial Plan, as the case may be, was prepared, for purposes of the preceding proviso the projected Consolidated EBITDA attributable to such Foreign Subsidiary and its Subsidiaries for such Fiscal Year shall be deemed to be the projected Consolidated EBITDA of such Foreign Subsidiary and its Subsidiaries for the twelve months immediately succeeding the incurrence of such Indebtedness as detailed in an Officer's Certificate in form and substance reasonably acceptable to Administrative Agent delivered to Administrative Agent prior to the incurrence of such Indebtedness;
(d) restrictions on the transfer of assets subject to any Lien permitted under Subsection 7.2 to the extent imposed by the agreements creating such Liens;
(e) agreements containing customary rights of first refusal with respect to Company's and its Subsidiaries' interests in their respective non wholly-owned Subsidiaries and Joint Ventures; provided that any such agreements existing on the Closing Date are set forth in Schedule 7.2C(e);
(f) applicable law to the extent restricting the transfer of assets; and 120 EXECUTION
(g) agreements (other than agreements referred to in clause (a) above) prohibiting the creation or assumption of any Lien on assets utilized pursuant to such agreement solely to the extent set forth in Schedule 7.2C(g).
Appears in 1 contract
Sources: Credit Agreement (Autotote Corp)
No Further Negative Pledges. Except The Borrower shall not nor shall it permit any of its Subsidiaries to enter into any agreement prohibiting the creation or assumption of any Lien upon any of its properties, whether now owned or hereafter acquired, for the benefit of the Secured Parties with respect to the Obligations, except with respect to:
(a) specific property encumbered to secure payment of particular Indebtedness or to be sold pursuant to an executed any Disposition permitted by Section 6.07;
(b) restrictions contained in any agreement with respect to Indebtedness permitted by Section 6.01 that is secured by a permitted DispositionPermitted Lien, but only if such restrictions apply only to the Person or Persons obligated under such Indebtedness and its or their Subsidiaries or the property or assets securing such Indebtedness;
(c) restrictions that are no more restrictive than those in this Agreement or are otherwise consistent with market terms for similar Indebtedness (as determined by the board of the Borrower) contained in the documentation governing ▇▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇ ▇▇▇▇▇▇▇ (▇), (b▇), (▇), (▇), (▇), (▇) and (x) of Section 6.01 (and clause (o) of Section 6.01 to the extent relating to any refinancing, refunding or replacement of Indebtedness incurred in reliance on clauses (a), (l), (p), (s), (t), (u), (v) and (x) of Section 6.01);
(d) restrictions by reason of customary provisions restricting assignments, subletting or other transfers (including the granting of any Lien) contained in leases, licenses subleases, licenses, sublicenses and similar other agreements entered into in the ordinary course of business (provided that such restrictions are limited to the relevant leases, subleases, licenses, sublicenses or other agreements and/or the property or assets secured by such Liens or the property or assets subject to such leases, licenses subleases, licenses, sublicenses or similar other agreements, as the case may be), ;
(ce) restrictions identified on Schedule 6.3, (d) Permitted Liens and restrictions in the agreements relating thereto that limit the right of the Borrower or any agreement of its Subsidiaries to Dispose of, or document encumber the assets subject to such Liens;
(f) provisions limiting the Disposition or distribution of assets or property in effect at joint venture agreements, sale-leaseback agreements, stock sale agreements and other similar agreements, which limitation is applicable only to the time assets that are the subject of such agreements (or the Persons the Capital Stock of which is the subject of such agreement);
(g) any Person becomes a Subsidiary encumbrance or restriction assumed in connection with an acquisition of Holdingsproperty or the Capital Stock of any Person, so long as such agreement encumbrance or restriction relates solely to the property so acquired (or to the Person or Persons (and its or their subsidiaries) bound thereby) and was not entered into created in connection with or in contemplation of such Person becoming a Subsidiary acquisition;
(h) restrictions imposed by customary provisions in partnership agreements, limited liability company organizational governance documents, joint venture agreements and other similar agreements that restrict the transfer of Holdingsthe assets of, or ownership interests in, such partnership, limited liability company, joint venture or similar Person;
(ei) restrictions on Cash or other deposits imposed by Persons under contracts entered into in the ordinary course of business or for whose benefit such Cash or other deposits exist;
(j) restrictions set forth in documents which exist on the Closing Date;
(k) restrictions contained in joint venture agreements, Organizational Documents documents governing Indebtedness and Liens on Capital Stock permitted hereunder of Non-Guarantor Subsidiaries and other similar agreements and applicable solely to the assets of such joint ventures and Non-Guarantor Subsidiaries or Equity Interests in such joint ventures or Non-Guarantor Subsidiaries, any Subsidiary that is not a Loan Party;
(fl) restrictions that are no more restrictive than those in this Agreement or are otherwise consistent with market terms for similar Indebtedness (as determined by the board of the Borrower) set forth in any Loan Document, any Hedge Agreement and/or any agreement relating to any Banking Services Obligation or other instrument of a Person acquired by the Borrower or any Subsidiary which was in existence at the time of such acquisition (but not created in contemplation thereof or to provide all or any portion of the funds or credit support utilized to consummate such acquisition other than in connection with the incurrence of Indebtedness obligations of the type contemplated referred to in Section 6.01(e); and
(m) other restrictions or encumbrances imposed by Section 6.1(r))any amendments, which restriction is not applicable to any Personmodifications, restatements, renewals, increases, supplements, refundings, replacements or the properties or assets of any Person, other than the Person and its Subsidiaries, or the property or assets refinancings of the Person contracts, instruments or obligations referred to in clauses (a) through (l) above; provided that such amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings are, in the good faith judgment of the Borrower, no more restrictive with respect to such encumbrances and its Subsidiariesother restrictions, so acquiredtaken as a whole, (g) prohibitions that apply by reason of any applicable Lawthan those prior to such amendment, rulemodification, regulation restatement, renewal, increase, supplement, refunding, replacement or order refinancing or are required otherwise consistent with market terms for similar Indebtedness (as determined by any Governmental Authority having jurisdiction over Holdings or any the board of its Subsidiaries, (h) restrictions or prohibitions that arise in connection with any Lien permitted by Section 6.2, (i) restrictions relating to secured Indebtedness permitted pursuant to Sections 6.1(ethe Borrower), (h), (i), (j), (r) and (s), in each case, to the extent that such restrictions or prohibitions apply only to the property or assets securing such Indebtedness, (j) restrictions and prohibitions under the Credit Documents and (k) cash or other deposits permitted under Section 6.2, no Credit Party nor any of its Subsidiaries shall enter into any agreement prohibiting the creation or assumption of any Lien upon any of its properties or assets, whether now owned or hereafter acquired, to secure the Obligations.
Appears in 1 contract
Sources: First Lien Term Loan Agreement (Interline Brands, Inc./De)
No Further Negative Pledges. Except The Lead Borrower shall not, nor shall it permit any of its Restricted Subsidiaries to, enter into any agreement prohibiting the creation or assumption of any Lien upon any Collateral, whether now owned or hereafter acquired, for the benefit of the Secured Parties with respect to (a) the Obligations, except with respect to: specific property encumbered to secure payment of particular Indebtedness or to be sold pursuant to an executed any Disposition permitted by Section 6.07; restrictions contained in any agreement with respect to Indebtedness permitted by Section 6.01 that is secured by a Permitted Lien, but only if such restrictions apply only to the Person or Persons obligated under such Indebtedness and its or their Restricted Subsidiaries or the property or assets securing such Indebtedness; restrictions contained in any First Lien Facility and the documentation governing Indebtedness permitted Dispositionby clauses (j), (bm), (p), (q), (u), (w), (y) and/or (ii) of Section 6.01, in each case, to the extent such restriction does not restrict the Secured Obligations from being secured by assets that constitute Collateral; restrictions by reason of customary provisions restricting assignments, subletting or other transfers (including the granting of any Lien) contained in leases, licenses subleases, licenses, sublicenses and similar other agreements entered into in the ordinary course of business (provided that such restrictions are limited to the relevant leases, subleases, licenses, sublicenses or other agreements and/or the property or assets secured by such Liens or the property or assets subject to such leases, licenses subleases, licenses, sublicenses or similar other agreements, as the case may be), (c) restrictions identified on Schedule 6.3, (d) ; 133208524_1 Permitted Liens and restrictions in the agreements relating thereto that limit the right of the Lead Borrower or any agreement of its Restricted Subsidiaries to Dispose of, or document encumber the assets subject to such Liens; provisions limiting the Disposition or distribution of assets or property in effect at joint venture agreements, sale-leaseback agreements, stock sale agreements and other similar agreements, which limitation is applicable only to the time assets that are the subject of such agreements (or the Persons the Capital Stock of which is the subject of such agreement); any Person becomes a Subsidiary encumbrance or restriction assumed in connection with an acquisition of Holdingsthe property or Capital Stock of any Person, so long as such agreement encumbrance or restriction relates solely to the property so acquired (or to the Person or Persons (and its or their subsidiaries) bound thereby) and was not entered into created in contemplation connection with or in anticipation of such Person becoming a Subsidiary of Holdingsacquisition; restrictions imposed by customary provisions in partnership agreements, (e) restrictions contained in limited liability company organizational governance documents, joint venture agreements, Organizational Documents of Non-Guarantor Subsidiaries agreements and other similar agreements and applicable solely to that restrict the transfer of the assets of, or ownership interests in, the relevant partnership, limited liability company, joint venture or any similar Person; restrictions on Cash or other deposits imposed by Persons under contracts entered into in the ordinary course of business or for whose benefit such joint ventures and Non-Guarantor Subsidiaries Cash or Equity Interests other deposits exist; restrictions set forth in such joint ventures or Non-Guarantor Subsidiaries, (f) documents which exist on the Second Amendment Effective Date; restrictions set forth in any Loan Document, any Hedge Agreement and/or any agreement relating to any Banking Services Obligation; restrictions contained in documents governing Indebtedness permitted hereunder of any Restricted Subsidiary that is not a Loan Party; restrictions on any asset (or other instrument all of a Person acquired by the assets) of and/or the Capital Stock of the Lead Borrower or and/or any Restricted Subsidiary which was in existence at the time of such acquisition (but not created in contemplation thereof or is imposed pursuant to provide all or any portion of the funds or credit support utilized to consummate such acquisition other than in connection with the incurrence of Indebtedness of the type contemplated by Section 6.1(r)), which restriction is not applicable to any Person, or the properties or assets of any Person, other than the Person and its Subsidiaries, or the property or assets of the Person and its Subsidiaries, so acquired, (g) prohibitions that apply by reason of any applicable Law, rule, regulation or order or are required by any Governmental Authority having jurisdiction over Holdings or any of its Subsidiaries, (h) restrictions or prohibitions that arise an agreement entered into in connection with any Lien Disposition of such asset (or assets) and/or all or a portion of the Capital Stock of the relevant Person that is permitted or not restricted by Section 6.2, (i) this Agreement; restrictions set forth in any agreement relating to secured Indebtedness permitted pursuant any Permitted Lien that limits the right of the Lead Borrower or any Restricted Subsidiary to Sections 6.1(e)Dispose of or encumber the assets subject thereto; and restrictions or encumbrances imposed by any amendment, modification, restatement, renewal, increase, supplement, refunding, replacement or refinancing of the contracts, instruments or obligations referred to in clauses (h)a) through (n) above; provided that no such amendment, (i)modification, (j)restatement, (r) and (s)renewal, increase, supplement, refunding, replacement or refinancing is, in each casethe good faith judgment of the Lead Borrower, more restrictive with respect to such encumbrances and other restrictions, taken as a whole, than those in effect prior to the extent that such restrictions relevant amendment, modification, restatement, renewal, increase, supplement, refunding, replacement or prohibitions apply only to the property or assets securing such Indebtedness, (j) restrictions and prohibitions under the Credit Documents and (k) cash or other deposits permitted under Section 6.2, no Credit Party nor any of its Subsidiaries shall enter into any agreement prohibiting the creation or assumption of any Lien upon any of its properties or assets, whether now owned or hereafter acquired, to secure the Obligationsrefinancing.
Appears in 1 contract