Permitted Negative Pledges definition
Permitted Negative Pledges means (a) provisions in agreements entered into by JMP Securities, (b) provisions in subscription agreements for CLO Preference Shares that restrict or prohibit the assignment or pledge of such CLO Preference Shares or of any rights arising under such subscription agreements (including the provisions of Sections 5(h), 5(i) and 10 of that certain Preference Share Subscription Agreement, dated as of October 11, 2018, by and between JMP Credit Advisors Long-Term Warehouse Ltd. and JMP Capital LLC), (c) provisions that are binding on a Subsidiary at the time such Subsidiary first becomes a Subsidiary pursuant to a Permitted Acquisitions, so long as such provisions were not entered into in contemplation of such Person becoming a Subsidiary and do not extend past such Subsidiary and its subsidiaries; (d) customary restrictions that arise in connection with (x) any Lien described in clause (f), (g) or (h) of “Permitted Liens” and relate to the property subject to such Lien or (y) any sale or other disposition permitted by Section 6.7 and that relate solely to the Assets or Person subject to such sale or other disposition; (e) customary provisions in joint venture agreements and other similar agreements applicable to joint ventures and non-wholly-owned Subsidiaries that are Permitted Investments and applicable solely to such joint venture or non-wholly-owned Subsidiary and its Securities; (f) restrictions on leases, subleases, licenses or asset sale agreements otherwise permitted hereby so long as such restrictions relate to the property interest, rights or the assets subject thereto; (g) customary provisions restricting subletting, transfer or assignment of any lease governing a leasehold interest; (h) customary provisions restricting assignment or transfer of any agreement entered into in the ordinary course of business; (i) restrictions on cash or other deposits imposed by customers under contracts entered into in the ordinary course of business; (j) restrictions regarding licensing or sublicensing by Ultimate Parent and its Subsidiaries of intellectual property in the ordinary course of business; and (k) restrictions on c▇▇▇ ▇▇▇▇▇▇▇ money deposits in favor of sellers in connection with acquisitions not prohibited hereunder.
Permitted Negative Pledges means any (a) restrictions on specific property encumbered to secure payment of particular Indebtedness permitted under the Note Documents or to be sold pursuant to an executed agreement in connection with a Transfer permitted under the Note Documents; (b) customary restrictions on assignment, subletting, or other transfers contained in leases, licenses, and other agreements to the extent otherwise permitted hereunder; (c) restrictions imposed by Requirements of Law; and (d) restrictions already on any assets acquired pursuant to a Permitted Acquisition to the extent that such restrictions were not imposed in contemplation of such Permitted Acquisition.
Permitted Negative Pledges means: (a) prohibitions or limitations with regard to specific properties or assets encumbered by Permitted Liens, if and only to the extent each such prohibition or limitation applies only to such properties or assets; (b) prohibitions or limitations set forth in any lease, license or other similar agreement entered into in the ordinary course of business; (c) prohibitions or limitations relating to Permitted Indebtedness, in the case of each such agreement if and only to the extent such prohibitions or limitations, taken as a whole, are not materially more restrictive than the prohibitions and limitations set forth in this Agreement and the other Loan Documents, taken as a whole (as reasonably determined by a Responsible Officer of Parent in good faith); (d) customary provisions restricting assignments, subletting, sublicensing or other transfer of properties or assets subject thereto set forth in leases, subleases, licenses and other similar agreements that are not otherwise prohibited under this Agreement or any other Loan Document, if and only to the extent each such restriction applies only to the properties or assets subject to such leases, subleases, licenses or agreements, and customary provisions restricting assignment, pledges or transfer of any agreement entered into in the ordinary course of business consistent with past practice; -107-
Examples of Permitted Negative Pledges in a sentence
Enter into any agreement, document or instrument directly or indirectly prohibiting (or having the effect of prohibiting) or limiting the ability of such Credit Party or Subsidiary to create, incur, assume or suffer to exist any Lien upon any Collateral, whether now owned or hereafter acquired, in favor and for the benefit of the Agent and the other Secured Parties with respect to the Obligations or under the Loan Documents, in each case of this Section 6.6(a), other than Permitted Negative Pledges.
More Definitions of Permitted Negative Pledges
Permitted Negative Pledges means the following agreements not to encumber specified Intellectual Property (or related) assets: (i) covenants granted to Agent and Lender pursuant to Section 7.5(c) hereof; (ii) negative pledges on the assets and the proceeds thereof that are the subject of Liens permitted under clauses (xv) through (xxii) of Permitted Liens, in each case so long as such negative pledges and other restrictions do not extend to any property of any Loan Party other than the assets and the proceeds thereof that are the subject of the applicable Permitted Liens; (iii) negative pledges or other restrictions in any document or instrument governing Liens permitted pursuant to clause (vii) [relating to purchase money Equipment and software/Intellectual Property] or (xiv) [relating to cash-secured letter of credit and corporate credit card reimbursement obligations] of Permitted Liens provided that any such negative pledge or restriction contained therein relates solely to the asset or assets subject to such Permitted Liens; and (iv) customary anti-assignment provisions in contracts or licenses.
Permitted Negative Pledges means: (a) prohibitions or limitations with regard to specific properties or assets encumbered by Permitted Liens, if and only to the extent each such prohibition or limitation applies only to such properties or assets; (b) prohibitions or limitations set forth in any lease, license or other similar agreement entered into in the ordinary course of business; (c) prohibitions or limitations relating to Permitted Indebtedness, in the case of each such agreement if and only to the extent such prohibitions or limitations, taken as a whole, are not materially more restrictive than the prohibitions and limitations set forth in this Agreement and the other Loan Documents, taken as a whole (as reasonably determined by a Responsible Officer of Borrower in good faith); provided, however, that no prohibition or limitation relating to Indebtedness of any Credit Party or any Subsidiary under the Existing Credit Agreement existing on the Tranche A Closing Date or any time thereafter, which such Indebtedness shall be repaid in full pursuant to Section
Permitted Negative Pledges means (a) provisions in agreements entered into by JMP Securities, (b) provisions in subscription agreements for CLO Preference Shares that restrict or prohibit the assignment or pledge of such CLO Preference Shares or of any rights arising under such subscription agreements (including the provisions of Sections 5(h), 5(i) and 10 of that certain Preference Share Subscription Agreement, dated as of October 11, 2018, by and between JMP Credit Advisors Long-Term Warehouse Ltd. and JMP Capital LLC), (c) provisions that are binding on a Subsidiary at the time such Subsidiary first becomes a Subsidiary pursuant to a Permitted Acquisitions, so long as such provisions were not entered into in contemplation of such Person becoming a Subsidiary and do not extend past such Subsidiary and its subsidiaries; (d) customary restrictions that arise in connection with (x) any Lien described in clause (f), (g) or (h) of “Permitted Liens” and relate to the property subject to such Lien or (y) any sale or other disposition permitted by Section 6.7 and that relate solely to the Assets or Person subject to such sale or other disposition; (e) customary provisions in joint venture agreements and other similar agreements applicable to joint ventures and non-wholly-owned Subsidiaries that are Permitted Investments and applicable solely to such joint venture or non-wholly-owned Subsidiary and its Securities; (f) restrictions on leases, subleases, licenses or asset sale agreements otherwise permitted hereby so long as such restrictions relate to the property interest, rights or the assets subject thereto; (g) customary provisions restricting subletting, transfer or assignment of any lease governing a leasehold interest; (h) customary provisions restricting assignment or transfer of any agreement entered into in the ordinary course of business; (i) restrictions on cash or other deposits imposed by customers under contracts entered into in the ordinary course of business; (j) restrictions regarding licensing or sublicensing by Ultimate Parent and its Subsidiaries of intellectual property in the ordinary course of business; and (k) restrictions on cash earnest money deposits in favor of sellers in connection with acquisitions not prohibited hereunder.
Permitted Negative Pledges means the following agreements not to encumber specified Intellectual Property (or related) assets: (i) negative pledges on the assets that are the subject of clauses (p) and (q) of Permitted Liens, in each case so long as such negative pledges and other restrictions do not extend to any property of Borrower other than the assets thereof that are the subject of the applicable Permitted Liens under clauses (p) and (q); (ii) negative pledges on the assets that are the subject of clause (j) of Permitted Liens, so long as such negative pledges and other restrictions do not extend to any property of Borrower other than the assets thereof that are the subject of the applicable Permitted Liens under clause (j); (iii) negative pledges in favor of PRLA on the assets licensed pursuant to the License Agreement (and no other assets of Borrower), dated August 9, 2017, between PrLA Pharma, Inc., and XOMA US, as in effect as of the Effective Date; and (iv) customary anti-assignment provisions in contracts or licenses, provided that such restrictions do not prohibit the granting of a security interest in Borrower’s Intellectual Property in favor of Bank and provided further that such contracts or licenses do not grant a security interest in Borrower’s Intellectual Property.
Permitted Negative Pledges. Agreements evidencing purchase money financing or capital leases, that may restrict the ability to grant Liens on the subject assets that are permitted by Section 6.14(j).
Permitted Negative Pledges means (a) Negative Pledges under the Existing Revolving Credit Agreement for the benefit of the lenders thereunder and (b) Negative Pledges under the Existing Term Loan Agreement for the benefit of the lenders thereunder.