of a Lien on any assets of such Person; provided, however, that an agreement that conditions a Person’s ability to encumber its assets upon the maintenance of one or more specified ratios that limit such Person’s ability to encumber its assets but that does not generally prohibit the encumbrance of its assets, or the encumbrance of specific assets, shall not constitute a Negative Pledge.

“Sale” or “Pledge” means a voluntary or involuntary sale, conveyance, assignment, transfer, encumbrance or pledge of a legal or beneficial interest.

such Party shall ensure that any Encumbrance shall be expressed to be without prejudice to the provisions of this Agreement; and

“Lien”: any mortgage, pledge, lien, security interest, charge, statutory deemed trust, conditional sale or other title retention agreement or other similar encumbrance.

the sale, transfer, encumbrance or other disposition of securities or related ancillary rights and assets pursuant to sales, marketing and distribution arrangements;

provide guarantee to any third party or create any encumbrance on its assets (including but not limited to any intellectual property rights);

trade, relinquish, surrender, sell, lease or assign the Farmee Interest or create or permit to subsist any Encumbrance over the Farmee Interest;

“Lien” means any mortgage, lien (including any tax lien), pledge, charge, security interest, option, adverse claim, restriction or encumbrance of any kind.

subject any material asset of an Acquired Company to any Encumbrance, other than Permitted Encumbrances or Encumbrances that shall be released at or prior to the Closing;

of a contingency or otherwise) any of its property, whether now owned or hereafter acquired, to be subject to a Lien which is not a Permitted Encumbrance.