Acknowledgment of Ownership Interests and Security Interests Sample Clauses

Acknowledgment of Ownership Interests and Security Interests. (a) Each of the parties hereto hereby acknowledges the ownership interest of the Initial Bond Issuer in the Initial Customer Property, including the Initial Customer Charges and the revenues, collections, claims, rights, payments, money and proceeds arising therefrom, and the security interests granted therein in favor of the Initial Bond Trustee for the benefit of itself and the Holders of the Initial Environmental Trust Bonds. Each of the parties hereto hereby acknowledges the ownership interest of the Additional Bond Issuer in the Additional Customer Property, including the Additional Customer Charges and the revenues, collections, claims, rights, payments, money and proceeds arising therefrom, and the security interests granted therein in favor of the Additional Bond Trustee for the benefit of itself and the Holders of the Additional Environmental Trust Bonds. Each of the parties hereto hereby acknowledges the ownership interest and security interests of the Buyer and the Receivables Purchasers in the Receivables and the revenues, collections, claims, rights, payments, money and proceeds arising therefrom. The parties hereto agree that the Initial Customer Property, the Additional Customer Property and the Receivables each shall constitute separate property rights notwithstanding that they may be evidenced by a single bxxx. The Company further agrees that it will not include the Initial Customer Property or the Additional Customer Property in calculating the amount of the Receivables sold or to be sold under the Receivables Agreements. The Receivables Purchasers and the Receivables Servicer and the Additional Bond Trustee, the Additional Bond Issuer and the Additional Property Servicer each acknowledge that, notwithstanding anything in the Receivables Agreements or the Additional Bond Agreements to the contrary, none of such parties has any interest in the Initial Customer Property. The Initial Bond Trustee, the Initial Bond Issuer and the Initial Property Servicer and the Receivables Purchasers and the Receivables Servicer each acknowledge that, notwithstanding anything in the Initial Bond Agreements or the Receivables Agreements to the contrary, none of such parties has any interest in the Additional Customer Property. The Initial Bond Trustee, the Initial Bond Issuer and the Initial Property Servicer and the Additional Bond Trust, the Additional Bond Issuer and the Additional Property Servicer each further acknowledge that, notwithstanding anything ...
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Acknowledgment of Ownership Interests and Security Interests. The Initial Transition Bond Trustee, the Initial Transition Bond Issuer, the Initial TC Servicer, the Third Transition Bond Trustee, the Third Transition Bond Issuer, the Third TC Servicer, the Restoration Bond Trustee, the Restoration Bond Issuer, the Restoration Servicer, the Fourth Transition Bond Trustee, the Fourth Transition Bond Issuer, the Fourth TC Servicer, the Decommissioning Collection Agent and the SBF Collection Agent hereby acknowledge the ownership interest of the Additional Transition Bond Issuer in the Additional Transition Property, including the Additional Transition Charges and the revenues, collections, claims, rights, payments, money and proceeds arising therefrom, and the security interests in favor of the Additional Transition Bond Trustee for the benefit of itself, the holders of the Additional Transition Bonds and any credit enhancement provider (as defined in the Additional Indenture) in the Additional Transition Property. The Initial Transition Bond Trustee, the Initial Transition Bond Issuer, the Initial TC Servicer, the Additional Transition Bond Trustee, the Additional Transition Bond Issuer, the Additional TC Servicer, the Restoration Bond Trustee, the Restoration Bond Issuer, the Restoration Servicer, the Fourth Transition Bond Trustee, the Fourth Transition Bond Issuer, the Fourth TC Servicer, the Decommissioning Collection Agent and the SBF Collection Agent hereby acknowledge the ownership interest of the Third Transition Bond Issuer in the Transition (III) Property, including the Transition (III) Charges and the revenues, collections, claims, rights, payments, money and proceeds arising therefrom, and the security interests in favor of the Third Transition Bond Trustee for the benefit of itself, the holders of the Third Transition Bonds and any credit enhancement provider (as defined in the Third Indenture) in the Transition (III) Property. The Additional Transition Bond Trustee, the Additional Transition Bond Issuer, the Additional TC Servicer, the Third Transition Bond Trustee, the Third Transition Bond Issuer, the Third TC Servicer, the Restoration Bond Trustee, the Restoration Bond Issuer, the Restoration Servicer, the Fourth Transition Bond Trustee, the Fourth Transition Bond Issuer, the Fourth TC Servicer, the Decommissioning Collection Agent and the SBF Collection Agent hereby acknowledge the ownership interest of the Initial Transition Bond Issuer in the Initial Transition Property, including the Initial Transit...
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Acknowledgment of Ownership Interests and Security Interests. The Parties hereby acknowledge as follows: (a) the Issuer has pledged and assigned, and granted a security interest in the Collateral, to the Trustee for the benefit of the holders of the Recovery Bonds and any other Secured Parties, and none of the Initial Trustee, the holders of the Initial Recovery Bonds, any other Initial Secured Party, the Second Trustee, the holders of the Second Recovery Bonds or any other Second Secured Party shall have any rights or interest in or to the Bond Collateral; (b) the Issuer has pledged and assigned, and granted a security interest in the Initial Bond Collateral, to the Initial Trustee for the benefit of the holders of the Initial Recovery Bonds and any other Initial Secured Parties, and none of the Trustee, the holders of the Recovery Bonds, any other Secured Party, the Second Trustee, the holders of the Second Recovery Bonds or any other Second Secured Party shall have any rights or interest to the Initial Bond Collateral; and (c) the Issuer has pledged and assigned, and granted a security interest in the Second Bond Collateral, to the Second Trustee for the benefit of the holders of the Second Recovery Bonds and any other Second Secured Parties, and none of the Trustee, the holders of the Recovery Bonds, any other Secured Party, the Initial Trustee, the holders of the Initial Recovery Bonds or any other Initial Secured Party shall have any rights or interest to the Second Bond Collateral.
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Acknowledgment of Ownership Interests and Security Interests. The Parties hereby acknowledge as follows: (a) the Issuer has pledged and assigned, and granted a security interest in the Collateral, to the Trustee for the benefit of the holders of the Recovery Bonds and any other Secured Parties, and neither the Initial Trustee nor the holders of the Initial Recovery Bonds nor any other Initial Secured Party shall have any rights or interest in or to the Bond Collateral; and (b) the Issuer has pledged and assigned, and granted a security interest in the Initial Bond Collateral, to the Initial Trustee for the benefit of the holders of the Initial Recovery Bonds and any other Initial Secured Parties, and neither the Trustee nor the holders of the Recovery Bonds or any other Secured Party shall have any rights or interest to the Initial Bond Collateral.
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Acknowledgment of Ownership Interests and Security Interests. The Initial Transition Bond Trustee, the Initial Bond Issuer, and the Initial TC Servicer hereby acknowledge the ownership interest of the Additional Transition Bond Issuer in the Additional Transition Property, including the Additional Transition Charges and the revenues, collections, claims, rights, payments, money and proceeds arising therefrom, and the security interests in favor of the Additional Transition Bond Trustee for the benefit of itself, the holders of the Additional Transition Bonds and any credit enhancement provider (as defined in the Additional Indenture) in the Additional Transition Property. The Additional Transition Bond Trustee, the Additional Bond Issuer, and the Additional TC Servicer hereby acknowledge the ownership interest of the Initial Transition Bond Issuer in the Initial Transition Property, including the Initial Transition Charges and the revenues, collections, claims, rights, payments, money and proceeds arising therefrom, and the security interest in favor of the Initial Transition Bond Trustee for the benefit of itself, the holders of the Initial Transition Bonds and any credit enhancement provider (as defined in the Initial Indenture) in the Initial Transition Property.
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Acknowledgment of Ownership Interests and Security Interests. The Initial Receivables Purchaser and the Indenture Trustee (collectively, the "Receivables Parties") and the Receivables Servicer hereby acknowledge the ownership interest of the Transition Bond Issuer in the Transition Property, including the Transition Charges and the revenues, collections, claims, rights, payments, money and proceeds arising therefrom, and the security interest in favor of the Transition Bond Trustee for the benefit of itself, the holders of Transition Bonds and any credit enhancement provider in the Transition Property (the "Transition Bond Trustee Collateral") as granted by the Transition Bond Issuer in the Granting Clause of the Indenture. The Transition Bond Trustee, the Transition Bond Issuer and the TC Servicer hereby acknowledge the ownership interest of the Initial Receivables Purchaser in the Outstanding Receivables and the revenues, Collections, claims, rights, payments, money and proceeds arising therefrom, and the interests of the Receivables Financing Entities, whether now existing or hereafter created, in the Eligible Assets and the related property. The Receivables Parties further acknowledge that, notwithstanding anything in the Receivables Agreements to the contrary, none of the Receivables Parties has any interest in the Transition Property or the Transition Bond Trustee Collateral and each of the Transition Bond Trustee, the Transition Bond Issuer and the TC Servicer further acknowledge that, notwithstanding anything in the Sale Agreement or the Indenture to the contrary, it has no interest in the Eligible Assets.
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Acknowledgment of Ownership Interests and Security Interests. Each of the parties hereto hereby acknowledges the ownership interest of the Initial Bond Issuer in the Initial Customer Property, including the Initial Customer Charges and the revenues, collections, claims, rights, payments, money and proceeds arising therefrom, and the security interests granted therein in favor of the Initial Bond Trustee for the benefit of itself and the holders of the Initial Rate Reduction Bonds. Each of the parties hereto hereby acknowledges the ownership interest and security interests of the Buyer and the Receivables Purchasers in the Receivables and the revenues, collections, claims, rights, payments, money and proceeds arising therefrom. The parties hereto agree that the Initial Customer Property and the Receivables each shall constitute separate property rights notwithstanding that they may be evidenced by a single xxxx. The Company further agrees that it will not include the Initial Customer Property in calculating the amount of the Receivables sold or to be sold under the Receivables Agreements. Accordingly, the Receivables Purchasers and the Receivables Servicer each acknowledge that, notwithstanding anything in the Receivables Agreements to the contrary, none of such parties has any interest in the Initial Customer Property, and each of the Initial Bond Trustee, the Initial Bond Issuer and the Initial Property Servicer further acknowledge that, notwithstanding anything in the Initial Bond Agreements to the contrary, none of such parties has any interest in the Receivables.
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Acknowledgment of Ownership Interests and Security Interests. The M Parties and the N Parties hereby acknowledge as follows: (a) the ownership interest of the M Bond Issuer in the Default Property, including the Default Charges and the revenues and collections resulting therefrom, and the security interests in favor of the M Bond Trustee for the benefit of itself, the holders of the M Bonds, and any credit enhancement provider as described in the M Indenture (collectively, the "M Secured Parties") in the Default Property; and (b) the ownership interest of the N Bond Issuer in the Uplift Property, including the Uplift Charges and the revenues and collections resulting therefrom, and the security interests in favor of the N Bond Trustee for the benefit of itself, the holders of the N Bonds, and any credit enhancement provider as described in the N Indenture (collectively, the "N Secured Parties") in the Uplift Property.
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Related to Acknowledgment of Ownership Interests and Security Interests

  • Acknowledgment of Security Interests Each Loan Party hereby acknowledges that, as of the date hereof, the security interests and Liens granted to Agent and the Lenders under the Credit Agreement and the other Loan Documents are in full force and effect and are enforceable in accordance with the terms of the Credit Agreement and the other Loan Documents.

  • Security Interests Absolute All rights of the Secured Parties and all obligations of the Debtors hereunder, shall be absolute and unconditional, irrespective of: (a) any lack of validity or enforceability of this Agreement, the Debentures or any agreement entered into in connection with the foregoing, or any portion hereof or thereof; (b) any change in the time, manner or place of payment or performance of, or in any other term of, all or any of the Obligations, or any other amendment or waiver of or any consent to any departure from the Debentures or any other agreement entered into in connection with the foregoing; (c) any exchange, release or nonperfection of any of the Collateral, or any release or amendment or waiver of or consent to departure from any other collateral for, or any guarantee, or any other security, for all or any of the Obligations; (d) any action by the Secured Parties to obtain, adjust, settle and cancel in its sole discretion any insurance claims or matters made or arising in connection with the Collateral; or (e) any other circumstance which might otherwise constitute any legal or equitable defense available to a Debtor, or a discharge of all or any part of the Security Interests granted hereby. Until the Obligations shall have been paid and performed in full, the rights of the Secured Parties shall continue even if the Obligations are barred for any reason, including, without limitation, the running of the statute of limitations or bankruptcy. Each Debtor expressly waives presentment, protest, notice of protest, demand, notice of nonpayment and demand for performance. In the event that at any time any transfer of any Collateral or any payment received by the Secured Parties hereunder shall be deemed by final order of a court of competent jurisdiction to have been a voidable preference or fraudulent conveyance under the bankruptcy or insolvency laws of the United States, or shall be deemed to be otherwise due to any party other than the Secured Parties, then, in any such event, each Debtor’s obligations hereunder shall survive cancellation of this Agreement, and shall not be discharged or satisfied by any prior payment thereof and/or cancellation of this Agreement, but shall remain a valid and binding obligation enforceable in accordance with the terms and provisions hereof. Each Debtor waives all right to require the Secured Parties to proceed against any other person or entity or to apply any Collateral which the Secured Parties may hold at any time, or to marshal assets, or to pursue any other remedy. Each Debtor waives any defense arising by reason of the application of the statute of limitations to any obligation secured hereby.

  • Liens and Security Interests Each party grants to the other parties hereto a lien upon any interest it now owns or hereafter acquires in Oil and Gas Leases and Oil and Gas Interests in the Contract Area, and a security interest and/or purchase money security interest in any interest it now owns or hereafter acquires in the personal property and fixtures on or used or obtained for use in connection therewith, to secure performance of all of its obligations under this agreement including but not limited to payment of expense, interest and fees, the proper disbursement of all monies paid hereunder, the assignment or relinquishment of interest in Oil and Gas Leases as required hereunder, and the proper performance of operations hereunder. Such lien and security interest granted by each party hereto shall include such party’s leasehold interests, working interests, operating rights, and royalty and overriding royalty interests in the Contract Area now owned or hereafter acquired and in lands pooled or unitized therewith or otherwise becoming subject to this agreement, the Oil and Gas when extracted there from and equipment situated thereon or used or obtained for use in connection therewith (including, without limitation, all xxxxx, tools, and tubular goods), and accounts (including, without limitation, accounts arising from gas imbalances or from the sale of Oil and/or Gas at the wellhead), contract rights, inventory and general intangibles relating thereto or arising there from, and all proceeds and products of the foregoing. To perfect the lien and security agreement provided herein, each party hereto shall execute and acknowledge the recording supplement and/or any financing statement prepared and submitted by any party hereto in conjunction herewith or at any time following execution hereof, and Operator is authorized to file this agreement or the recording supplement executed herewith as a lien or mortgage in the applicable real estate records and as a financing statement with the proper officer under the Uniform Commercial Code in the state in which the Contract Area is situated and such other states as Operator shall deem appropriate to perfect the security interest granted hereunder. Any party may file this agreement, the recording supplement executed herewith, or such other documents as it deems necessary as a lien or mortgage in the applicable real estate records and/or a financing statement with the proper officer under the Uniform Commercial Code. Each party represents and warrants to the other parties hereto that the lien and security interest granted by such party to the other parties shall be a first and prior lien, and each party hereby agrees to maintain the priority of said lien and security interest against all persons acquiring an interest in Oil and Gas Leases and Interests covered by this agreement by, through or under such party. All parties acquiring an interest in Oil and Gas Leases and Oil and Gas Interests covered by this agreement, whether by assignment, merger, mortgage, operation of law, or otherwise, shall be deemed to have taken subject to the lien and security interest granted by this Article VII.B. as to all obligations attributable to such interest hereunder whether or not such obligations arise before or after such interest is acquired. To the extent that parties have a security interest under the Uniform Commercial Code of the state in which the Contract Area is situated, they shall be entitled to exercise the rights and remedies of a secured party under the Code. The bringing of a suit and the obtaining of judgment by a party for the secured indebtedness shall not be deemed an election of remedies or otherwise affect the lien rights or security interest as security for the payment thereof. In addition, upon default by any party in the payment of its share of expenses, interests or fees, or upon the improper use of funds by the Operator, the other parties shall have the right, without prejudice to other rights or remedies, to collect from the purchaser the proceeds from the sale of such defaulting party’s share of Oil and Gas until the amount owed by such party, plus interest as provided in “Exhibit C,” has been received, and shall have the right to offset the amount owed against the proceeds from the sale of such defaulting party’s share of Oil and Gas. All purchasers of production may rely on a notification of default from the non-defaulting party or parties stating the amount due as a result of the default, and all parties waive any recourse available against purchasers for releasing production proceeds as provided in this paragraph. If any party fails to pay its share of cost within 30 days after rendition of a statement therefor by Operator, the non-defaulting parties, including Operator, shall upon request by Operator, pay the unpaid amount in the proportion that the interest of each such party bears to the interest of all such parties. The amount paid by each party so paying its share of the unpaid amount shall be secured by the liens and security rights described in Article VII.B., and each paying party may independently pursue any remedy available hereunder or otherwise. If any party does not perform all of its obligations hereunder, and the failure to perform subjects such party to foreclosure or execution proceedings pursuant to the provisions of this agreement, to the extent allowed by governing law, the defaulting party waives any available right of redemption from and after the date of judgment, any required valuation or appraisement of the mortgaged or secured property prior to sale, any available right to stay execution or to require a marshaling of assets and any required bond in the event a receiver is appointed. In addition, to the extent permitted by applicable law, each party hereby grants to the other parties a power of sale as to any property that is subject to the lien and security rights granted hereunder, such power to be exercised in the manner provided by applicable law or otherwise in a commercially reasonable manner and upon reasonable notice. Each party agrees that the other parties shall be entitled to utilize the provisions of Oil and Gas lien law or other lien law of any state in which the Contract Area is situated to enforce the obligations of each party hereunder. Without limiting the generality of the foregoing, to the extent permitted by applicable law, Non-Operators agree that Operator may invoke or utilize the mechanics’ or materialmen’s lien law of the state in which the Contract Area is situated in order to secure the payment to Operator of any sum due hereunder for services performed or materials supplied by Operator.

  • Pledge and Security Interest CUC hereby pledges and lawfully grants to Telesource a security interest in and to the Escrow Account and all funds and assets at any time contained therein, whether in the form of cash, bonds, bills, notes, securities, other instruments, or other obligations, regardless of where or by which person or entity the Escrow Account or such funds or assets shall be held. For purposes of this Agreement and Telesource's continuing security interest in the Escrow Account, the Agent shall maintain at its principal office at the address stated above in ________________, ________________, the funds and other assets comprising the Escrow Account or evidence of record and/or beneficial ownership thereof in accordance with the terms of this Agreement. This Agreement and the Escrow Account shall secure, for the benefit of Telesource and its successors and assign, all current and future obligations of CUC to Telesource pursuant to the Contract and the Notes and any successor instrument thereto. Each party hereto agrees and covenants to take all such action as may be reasonably requested of it to perfect Telesource's first priority security interest in the Escrow Account; provided however, that such security interest shall not be superior to the Agent's rights to be compensated or indemnified in accordance with the terms hereof. Without the prior written consent of Telesource, CUC will not sell, assign, transfer or otherwise dispose of, grant any option with respect to, or mortgage, pledge or otherwise encumber to any person other than Telesource all or part of the Escrow Account or any interest therein. If there occurs any change in the law, rules or regulation or any judicial decision or any other event or circumstance pertaining to or affecting rights of creditors in bankruptcy or insolvency proceedings the result of which would be to increase the likelihood in Telesource's view that the Escrow Account would not or may not be available to Telesource for the purposes described herein and in the Contract, CUC agrees, upon Telesource's request, (i) to negotiate in good faith with Telesource changes in this Agreement and/or the entire mechanism by which CUC's obligations under the Contract and the Notes are secured and (ii) to permit Telesource to hold the balance of the Escrow Account in an account in Telesource's name in an institution selected by Telesource, which institution shall have a combined capital and surplus of not less than $100 million. Telesource shall bear its own costs of such negotiations and associated document preparation. CUC shall not be obligated to accept any new arrangement which increases the amount of collateral that it must provide to secure its repayment and payment obligations under this Agreement. In the event that there is any change in the location of all or part of the Escrow Account, CUC agrees to take all action requested by Telesource to amend, modify or replace Telesource's filings perfecting its security interest in the Escrow Account, or to enable Telesource to effect any required new or additional filing to perfect its said security interest.

  • Security Interests; Further Assurances Promptly upon the reasonable request of the Administrative Agent or any Lender, at its expense, it will execute, acknowledge and deliver, and cause its Restricted Subsidiaries to execute, acknowledge and deliver and thereafter register, file or record, and cause its Restricted Subsidiaries to register, file or record, in an appropriate governmental office, any document or instrument supplemental to or confirmatory of the Security Documents or otherwise deemed by the Administrative Agent reasonably necessary or desirable for the continued validity, perfection and priority of the Liens on the Collateral covered thereby with no other Liens thereon except for Permitted Encumbrances, or obtain any consents or waivers as may be necessary or appropriate in connection therewith. It will and will cause its Restricted Subsidiaries to deliver or cause to be delivered to the Administrative Agent from time to time such other documentation, consents, authorizations, approvals and orders in form and substance reasonably satisfactory to the Administrative Agent as the Administrative Agent shall reasonably deem necessary to perfect or maintain the Liens on the Collateral pursuant to the Security Documents. Upon the exercise by the Administrative Agent or any Lender of any power, right, privilege or remedy pursuant to any Loan Document which requires any consent, approval, registration, qualification or authorization of any Governmental Authority, it will and will cause its Restricted Subsidiaries to execute and deliver all applications, certifications, instruments and other documents and papers that the Administrative Agent or such Lender may require. If the Administrative Agent or the Required Lenders determine that they are required by law to have appraisals prepared in respect of the Real Property of any Restricted Subsidiary constituting or about to become Collateral, it shall provide to the Administrative Agent appraisals that satisfy the applicable requirements of the Real Estate Appraisal Reform Amendments of FIRREA and are otherwise in form and substance reasonably satisfactory to the Administrative Agent.

  • Pledged Equity Interests; Stock Powers; Pledged Notes The Administrative Agent shall have received (i) the certificates representing the Equity Interests pledged pursuant to the Security Agreement, together with an undated stock power for each such certificate executed in blank by a duly authorized officer of the pledgor thereof and (ii) each promissory note (if any) pledged to the Administrative Agent pursuant to the Security Agreement endorsed (without recourse) in blank (or accompanied by an executed transfer form in blank) by the pledgor thereof.

  • Acknowledgment of Perfection of Security Interest Each Loan Party hereby acknowledges that, as of the date hereof, the security interests and liens granted to the Administrative Agent and the Lenders under the Credit Agreement and the other Loan Documents are in full force and effect, are properly perfected and are enforceable in accordance with the terms of the Credit Agreement and the other Loan Documents.

  • Assignment of Interests Except as otherwise provided in this Agreement, no Member or other person holding any interest in the Company may assign, pledge, hypothecate, transfer or otherwise dispose of all or any part of their interest in the Company, including without limitation, the capital, profits or distributions of the Company without the prior written consent of the other Members in each instance. The Members agree that no Member may voluntarily withdraw from the Company without the unanimous vote or consent of the Members. A Member may assign all or any part of such Member’s interest in the allocations and distributions of the Company to any of the following (collectively the “permitted assignees”): any person, corporation, partnership or other entity as to which the Company has given consent to the assignment of such interest in the allocations and distributions of the Company by the affirmative vote or consent of Members holding a majority of the Members’ Percentage Interests. An assignment to a permitted assignee shall only entitle the permitted assignee to the allocations and distributions to which the assigned interest is entitled, unless such permitted assignee applies for admission to the Company and is admitted to the Company as a Member in accordance with this Agreement. An assignment, pledge, hypothecation, transfer or other disposition of all or any part of the interest of a Member in the Company or other person holding any interest in the Company in violation of the provisions hereof shall be null and void for all purposes. No assignment, transfer or other disposition of all or any part of the interest of any Member permitted under this Agreement shall be binding upon the Company unless and until a duly executed and acknowledged counterpart of such assignment or instrument of transfer, in form and substance satisfactory to the Company, has been delivered to the Company. No assignment or other disposition of any interest of any Member may be made if such assignment or disposition, alone or when combine with other transactions, would result in the termination of the Company within the meaning of Section 708 of the Internal Revenue Code or under any other relevant section of the Code or any successor statute. No assignment or other disposition of any interest of any Member may be made without an opinion of counsel satisfactory to the Company that such assignment or disposition is subject to an effective registration under, or exempt from the registration requirements of, the applicable Federal and State securities laws. No interest in the Company may be assigned or given to any person below the age of 21 years or to a person who has been adjudged to be insane or incompetent. Anything herein contained to the contrary, the Company shall be entitled to treat the record holder of the interest of a Member as the absolute owner thereof, and shall incur no liability by reason of distributions made in good faith to such record holder, unless and until there has been delivered to the Company the assignment or other instrument of transfer and such other evidence as may be reasonably required by the Company to establish to the satisfaction of the Company that an interest has been assigned or transferred in accordance with this Agreement. (Check One) ☐ - SINGLE-MEMBER: Ownership of Company Property. The Company’s assets shall be deemed owned by the Company as an entity, and the Member shall have no ownership interest in such assets or any portion thereof. Title to any or all such Company assets may be held in the name of the Company, one or more nominees or in “street name”, as the Member may determine. Except as limited by the Statutes, the Member may engage in other business ventures of any nature, including, without limitation by specification, the ownership of another business similar to that operated by the Company. The Company shall not have any right or interest in any such independent ventures or to the income and profits derived therefrom.

  • Security Interests in Collateral To secure their Obligations under this Agreement and the other Loan Documents, the Loan Parties shall grant to the Collateral Agent, for its benefit and the ratable benefit of the other Secured Parties, a first-priority security interest in all of the Collateral pursuant to the Security Documents.

  • Legal validity; effective Security Interests The Finance Documents to which the Borrower is a party, do now or, as the case may be, will, upon execution and delivery (and, where applicable, registration as provided for in the Finance Documents): (a) constitute the Borrower’s legal, valid and binding obligations enforceable against the Borrower in accordance with their respective terms; and (b) create legal, valid and binding Security Interests enforceable in accordance with their respective terms over all the assets to which they, by their terms, relate, subject to any relevant insolvency laws affecting creditors’ rights generally.

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