Assignment and Grant of Security Interest Sample Clauses
Assignment and Grant of Security Interest. (a) As security for the payment and performance of the Obligations (as defined in the Security Agreement), Assignor hereby assigns, transfers and conveys and grants a security interest in and mortgage to Assignee, for security purposes, all of Assignor's right, title and interest in, to and under the following property, whether now existing or owned or hereafter acquired, developed or arising (collectively, the "Intellectual Property Collateral"):
(i) all patents and patent applications, domestic or foreign, all licenses relating to any of the foregoing and all income and royalties with respect to any licenses (including, without limitation, such patents and patent applications as described in SCHEDULE A hereto), all rights to xxx for past, present or future infringement thereof, all rights arising therefrom and pertaining thereto and all reissues, divisions, continuations, renewals, extensions and continuations-in-part thereof;
(ii) all state (including common law), federal and foreign trademarks, service marks and trade names, and applications for registration of such trademarks, service marks and trade names, all licenses relating to any of the foregoing and all income and royalties with respect to any licenses (including, without limitation, such marks, names and applications as described in SCHEDULE B hereto), whether registered or unregistered and wherever registered, all rights to xxx for past, present or future infringement or unconsented use thereof, all rights arising therefrom and pertaining thereto and all reissues, extensions and renewals thereof;
(iii) the entire goodwill of or associated with the businesses now or hereafter conducted by Assignor connected with and symbolized by any of the aforementioned properties and assets;
(iv) all general intangibles (as defined in the UCC) and all intangible intellectual or other similar property of the Assignor of any kind or nature, associated with or arising out of any of the aforementioned properties and assets and not otherwise described above; and
(v) all products and proceeds of any and all of the foregoing.
(a) This Agreement shall create a continuing security interest in the Intellectual Property Collateral which shall remain in effect until terminated in accordance with Section 17 hereof.
(b) Notwithstanding the foregoing provisions of this Section 2, the grant of a security interest as provided herein shall not extend to, and the term "Intellectual Property Collateral" shall not include, (1) ...
Assignment and Grant of Security Interest. As collateral security for the prompt and complete payment and performance when due (whether at the stated maturity, by acceleration or otherwise) of all the Obligations and in order to induce the Lenders to make Loans in accordance with the terms of the Credit Agreement, the Pledgor hereby pledges and grants to the Administrative Agent (for the benefit of the Lenders), a first priority Lien on and security interest in and to, and agrees and acknowledges that Administrative Agent has and shall continue to have, a security interest in and to, and assigns, transfers, pledges and conveys to Administrative Agent (for the benefit of the Lenders) all of Pledgor's right, title, and interest in and to the Collateral.
Assignment and Grant of Security Interest. To secure the ----------------------------------------- Secured Obligations, Debtor hereby grants, assigns, transfers and conveys to Secured Party a continuing security interest in all of Debtor's right, title and interest in and to the following property, whether now existing or hereafter acquired or arising and whether registered or unregistered (collectively, the "Trademark Collateral"):
(i) all state (including common law), federal and foreign trademarks, service marks and trade names, corporate names, company names, business names, fictitious business names, trade styles, trade dress, logos, other source or business identifiers, designs and general intangibles of like nature, now existing or hereafter adopted or acquired, together with and including all licenses therefor held by Debtor (unless otherwise prohibited by any license or related licensing agreement under circumstances where the granting of the security interest would have the effect under applicable law of the termination or permitting termination of the license for breach), and all registrations and recordings thereof, and all applications filed or to be filed in connection therewith, including registrations and applications in the PTO, any State of the United States or any other country or any political subdivision thereof, and all extensions or renewals thereof, including without limitation any of the foregoing identified on Schedule A hereto ---------- (as the same may be amended, modified or supplemented from time to time), and the right (but not the obligation) to register claims under any state or federal trademark law or regulation or any trademark law or regulation of any foreign country and to apply for, renew and extend any of the same, to xxx or bring opposition or cancellation proceedings in the name of Debtor or in the name of Secured Party for past, present or future infringe-ment or unconsented use thereof, and all rights arising therefrom throughout the world (collectively, the "Trademarks");
(ii) all claims, causes of action and rights to xxx for past, present or future infringement or unconsented use of any Trademarks and all rights arising therefrom and pertaining thereto;
(iii) all general intangibles related to or arising out of any of the Trademarks and all the goodwill of Debtor's business symbolized by the Trademarks or associated therewith; and
(iv) all products and Proceeds of any and all of the foregoing.
Assignment and Grant of Security Interest. This Assignment is intended to be a security agreement pursuant to the Uniform Commercial Code as presently in effect in the State of Iowa (the “Code”) for any of the items specified below as part of the Collateral which, under applicable law, may be subject to a security interest pursuant to the Code. Grantor hereby assigns and conveys to Secured Party, and hereby grants Secured Party a first priority security interest in, all of its right, title and interest in and to (a) 1,750,000 Shares, and all certificates, if any, representing such Shares, and all dividends, distributions of whatever nature, profits, liquidation proceeds, cash, instruments and other property or proceeds from time to time received, receivable or otherwise distributed in respect of, arising out of, or in exchange for, any or all of such Shares; (b) all proceeds of any of the foregoing, and other amounts or property of any kind whatsoever due or to become due to Grantor thereunder or with respect thereto; (c) all replacements of and additions to any of the foregoing; and (d) all of the foregoing whether now owned or hereafter acquired (all of the foregoing interests of all of the Grantor being hereinafter collectively referred to as the (“Collateral”).
Assignment and Grant of Security Interest. As security for the payment and performance, as the case may be, in full of the Indebtedness, the undersigned hereby assigns to, and pledges and grants to Administrative Agent, for the benefit of the Secured Parties, a security interest in the entire right, title, and interest of the undersigned in and to all Collateral, whether now or hereafter existing, owned, arising or acquired.
Assignment and Grant of Security Interest. (a) As collateral security for the prompt and complete payment and performance when due of all of the Obligations, the Partnership hereby assigns and grants to the Security Agent, for the benefit of the Owner Trustee and GE Capital, a continuing security interest of first priority, in all of the Partnership's right, title and interest in, to and under (i) all Receivables, (ii) all Inventory, (iii) all Equipment, (iv) all General Intangibles, (v) all Contracts and all Contract Rights, (vi) all amounts from time to time held in any checking, savings, deposit or other account of the Partnership and all investments and securities at any time on deposit in such accounts (including all of the Accounts) and all income or gain earned thereon, (vii) all Governmental Actions, provided, that any Governmental Action which by its terms or by operation of law would become void, voidable, terminable or revocable if mortgaged, pledged or assigned hereunder or if a security interest therein were granted hereunder are expressly excepted and excluded from the Lien and the terms of this Agreement to the extent necessary so as to avoid such voidness, voidability, terminability or revocability, (viii) all Fixtures, (ix) without limiting the generality of the foregoing, all other personal property, rights, interests, goods, Instruments, Chattel Paper, Documents, credits, claims, demands and assets of the Partnership whether now existing or hereafter acquired from time to time, and (x) any and all additions and accessions to any of the foregoing, all improvements thereto, all substitutions and replacements therefor and all products and Proceeds thereof (all of the above collectively, the "Collateral").
(b) The security interest granted to the Security Agent, for the benefit of the Owner Trustee and GE Capital, pursuant to this Security Agreement extends to all Collateral of the kind which is the subject of this Security Agreement which the Partnership may acquire at any time during the continuation of this Security Agreement, whether such Collateral is in transit or in the Partnerships, the Security Agent's, the Owner Trustee' s, GE Capital' s, or any other Person' s constructive, actual or exclusive occupancy or possession.
Assignment and Grant of Security Interest. As security for the payment and performance of the Secured Obligations, Borrower hereby grants, assigns, transfers, and conveys to Lender a continuing security interest in all of Borrower's right, title and interest in, to and under the following property, whether now existing or hereafter acquired or arising (collectively, the "Patent Collateral"):
(i) all letters patent of the U.S. or any other country, all registrations and recordings thereof, and all applications for letters patent of the U.S. or any other country, owned, held, or used by Borrower in whole or in part, including all existing U.S. patents and patent applications of Borrower which are described in SCHEDULE A hereto, as the same may be amended or supplemented pursuant hereto from time to time, and together with and including all patent licenses held by Borrower, including such patent licenses which are described in SCHEDULE A hereto, together with all reissues, divisions, continuations, renewals, extensions and continuations-in-part thereof and the inventions disclosed therein, and all rights corresponding thereto throughout the world, including the right to make, use, lease, sell and otherwise transfer the inventions disclosed therein, and all proceeds thereof, including all license royalties and proceeds of infringement suits (collectively, the "Patents");
(ii) all claims, causes of action and rights to xxx for past, present and future infringement or unconsented use of any of the Patents and all rights arising therefrom and pertaining thereto;
(iii) all general intangibles (as defined in the UCC) and all intangible intellectual or other similar property of Borrower of any kind or nature, whether now owned or hereafter acquired or developed, associated with or arising out of any of the Patents and not otherwise described above; and
(iv) all products and Proceeds of any and all of the foregoing.
Assignment and Grant of Security Interest. As collateral security for the prompt and complete payment of the Secured Indebtedness, and in order to induce Bank to enter into the Loan Agreement and make Advances thereunder, Borrower hereby assigns, mortgages, pledges and hypothecates to the Bank, and hereby grants to Bank a continuing security interest in, the assets and property of Borrower of the types described below, whether now owned or hereafter acquired, wherever located, howsoever arising or created, and whether now existing or hereafter arising, existing or created:
(a) all Chattel Paper, Instruments, other promissory notes, Certificated Securities and Uncertificated Securities, in the actual or constructive possession of Bank or of Borrower in trust for Bank, or in the possession of a third party on behalf of Bank, or in transit to or from Bank, or designated by Borrower as collateral for the Secured Indebtedness (as defined in Section 3 hereof) (whether or not such collateral shall have been delivered to Bank), including, without limitation, all rights, titles and interests Borrower may now or hereafter have in and to any and all promissory notes, guaranties, deeds of trust, security agreements, bonds, Mortgage Backed Securities (as defined in the Loan Agreement), insurance policies, title insurance policies, take-out commitments, commitments to purchase promissory notes secured by real property, other commitments, and other instruments, documents, or agreements relating thereto, delivered or to be delivered, to the Bank or to be held by Borrower in trust for Bank or, in the case of Uncertificated Securities, the assignment to the Bank of which and the grant to the Bank in which have been or are to be registered upon the books and records of the FRB Member (as defined in the Loan Agreement) or PTC Member (as defined in the Loan Agreement) in whose name nominal ownership of such Uncertificated Securities is shown in the books and records of a FRB (as defined in the Loan Agreement) or the PTC (as defined in the Loan Agreement), as applicable;
(b) all money or other property of Borrower in the possession of Bank including, without limitation, (i) Borrower's deposits with Bank, (ii) the obligations of Bank, as the case may be, to Borrower arising out of such deposits, and (iii) collateral delivered to Bank, or held for the benefit of Bank, to support other credit facilities which Bank has made, or may make, available to Borrower;
(c) all Accounts and General Intangibles, relating to the forego...
Assignment and Grant of Security Interest. As security for the prompt payment and performance of the Secured Obligations, the Assignor hereby assigns, transfers, conveys and grants to the Administrative Agent, for the benefit of the Secured Creditors, a security interest in, a general lien upon and/or a right of set-off against (whether now owned or hereafter acquired by the Assignor and whether acquired in the United States or elsewhere in the world) all right, title and interest of the Assignor in and to the following, whether now existing or hereafter acquired:
(i) all trademarks, trade names and service marks registered with the United States Patent and Trademark Office (including, without limitation, those listed on Schedule A to this Agreement);
(ii) all applications for the registration of trademarks, trade names and service marks filed with the United States Patent and Trademark Office (including, without limitation, those listed on Schedule A to this Agreement);
(iii) all trademarks, trade names and service marks registered with any office, agency or other Governmental Authority of any State, the District of Columbia or any possession or territory of the United States;
(iv) all trademarks, trade names and service marks registered with any office, agency or other Governmental Authority of any other country or any province, department or other governmental subdivision thereof;
(v) all registrations and recordings with respect to any of the foregoing;
(vi) all reissues, extensions and renewals of any of the foregoing;
(vii) all corporate names, business names, trade styles, logos, other source or business identifiers; all information, customer lists, identification of supplier, data, plans, blueprints, specifications, designs, drawings, recorded knowledge, surveys, engineering reports, test reports, manuals, materials standards, processing standards, performance standards, catalogs, computer and automatic machinery software and programs, and the like pertaining to operations by the Assignor in, on or about any of its plants or warehouses; all field repair data, sales data and other information relating to sales or service of products now or hereafter manufactured on or about any of its plants; and all accounting information pertaining to operations in, on or about any of its plants and all media in which or on which all of the information or knowledge or data or records relating to its plants and warehouses may be recorded or stored and all computer programs used for the compilation or printo...
Assignment and Grant of Security Interest. (a) As security for the prompt and complete payment and performance when due of all of the Secured Obligations, the Grantor hereby grants to the Collateral Agent, for itself and for the ratable benefit of all the Secured Parties, a continuing security interest of first priority (the "Security Interest") in all of the Grantor's right, title and interest in, to and under the following, in each case, whether now owned or existing or hereafter acquired, arising or created, and wherever located: (i) all Receivables; (ii) all Documents; (iii) all Equipment; (iv) all General Intangibles; (v) all Inventory;