Assignment of Notes and Liens Sample Clauses

Assignment of Notes and Liens. Each Assignor, severally, in consideration of the payment by the Assignee to such Assignor of the outstanding principal balance of the Note payable to such Assignor, as set forth in the Payoff Letter (herein so called) attached hereto as Schedule C, the receipt and sufficiency of which are hereby acknowledged by such Assignor, and intending to be legally bound hereby, does grant, assign, sell, transfer and convey to the Assignee, without recourse and without representation or warranty, express or implied, except as specifically and expressly set forth in Section 1.4 hereof, the Notes, together with all of the Assignors' right, title and interest thereunder, to have and to hold unto the Assignee and its successors and assigns forever. Borrower hereby affirms, ratifies and acknowledges its indebtedness and obligations under the Notes in the amount set forth on Schedule B attached hereto, as well as its obligations under the Security Documents and the other Loan Documents, and Borrower hereby ratifies, affirms, acknowledges and agrees that nothing herein shall, and nothing herein shall be construed to, adversely affect or impair any lien, charge, encumbrance or security interest created under the Security Documents or any of the other Loan Documents or the priority thereof or release, adversely affect or impair Borrower's liability pursuant to the Security Documents or the other Loan Documents, and Borrower hereby ratifies, affirms, acknowledges and agrees that all liens, charges, encumbrances and security interests created under the Security Documents and the other Loan Documents shall be and hereby are ratified, affirmed, extended and carried forward and shall continue to secure the payment and performance of, and in all respects otherwise benefit, the holders of the Foothill Obligations. Each Guarantor hereby ratifies, affirms and acknowledges its obligations under its respective Guarantee, as well as its obligations under the other Security Documents and the other Loan Documents, and each Guarantor hereby ratifies, affirms, acknowledges and agrees that nothing herein shall, and nothing herein shall be construed to, adversely affect or impair any lien, charge, encumbrance or security interest created under the Security Documents or any of the other Loan Documents or the priority thereof or release, adversely affect or impair its liability pursuant to the Security Documents or the other Loan Documents, and each Guarantor hereby ratifies, affirms, acknowledg...
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Assignment of Notes and Liens. In connection with refinancing the Existing Dernick Credit Agreement and the Existing Cinco Credit Agreement, the Administrative Agent shall have received evidence of the assignment, continuation and confirmation of certain security documents and liens of Cinco Natural Resources Corporation, Dernick Resources, LLC and Borrower’s other Subsidiaries under the Existing Dernick Credit Agreement and the Existing Cinco Credit Agreement including, but not limited to, the documents and liens listed on Schedule 4.01(b). Administrative Agent shall have also received evidence that all notes executed in connection with the Existing Dernick Credit Agreement and the Existing Cinco Credit Agreement are endorsed in favor of the Senior Administrative Agent for the benefit of the Senior Lenders, as bailee for the Administrative Agent.
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Assignment of Notes and Liens from Compass to Agent for the benefit of the Lenders as consented to and acknowledged by Borrower and Financing Statement Assignment from Compass to Agent for the benefit of the Lenders;
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Assignment of Notes and Liens from Compass to Agent for the benefit of the Lenders assigning the Existing Liens in favor of Compass securing the existing Obligations to Agent for the benefit of Lenders securing the new Obligations under the Credit Agreement (the "ASSIGNMENT");
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Assignment of Notes and Liens. Each of the Borrower, MW GP, MW Limited, and the MarkWest Merger Subsidiaries (a) consents to the execution and delivery of the Assignment of Notes and Liens, and the assignment of the liens and security interests to the Successor Administrative Agent as contemplated therein, (b) represents that it is not aware of any claims or causes of actions against Union Bank of California under the Credit Agreement (as defined in the Assignment of Notes and Liens), the Notes (as defined in the Assignment of Notes and Liens), any Guaranty (as defined in the Assignment of Notes and Liens), the Security Documents (as defined in the Assignment of Notes and Liens), or any other document executed in connection therewith (collectively, the "Pinnacle Loan Documents"), and that it has no claims, causes of actions, or offset rights against Union Bank of California under any of the Pinnacle Loan Documents, (c) hereby releases, discharges and acquits forever the Administrative Agent, the Successor Administrative Agent, the L/C Issuer, the Successor L/C Issuer, the Lenders, and each of their respective officers, trustees, agents, employees and counsel (in each case, past, present or future) from any and all liabilities, claims, defenses, demands, actions, causes of action, judgments, deficiencies, interest, liens, costs, or expenses (including court costs, penalties, attorneys' fees and disbursements and amounts paid in settlement) of any kind and character whatsoever, including claims for usury, breach of contract, breach of commitment, negligent misrepresentation or failure to act in good faith, in each case whether now known or unknown, suspected or unsuspected, asserted or unasserted or primary or contingent, and whether arising out of written documents, underwritten undertakings, course of conduct, tort, violations of laws or regulations or otherwise, with respect to the Pinnacle Loan Documents and the transactions arising or contemplated thereunder, existing as of or arising on or prior to the Effective Date, (d) agrees and acknowledges that advances under the Notes are in partial renewal, extension and modification of, but not in novation or discharge of, the indebtedness evidenced by the promissory notes delivered under the Pinnacle Loan Documents, and (e) agrees and acknowledges that the execution, delivery, and performance of this Amendment shall in no way release, diminish, impair, reduce, or otherwise affect its obligations under the Pinnacle Loan Documents to which i...
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Assignment of Notes and Liens. The Agent shall have ----------------------------- received an assignment of rights, obligations and Liens currently held by Arnos Corp. and satisfactory evidence that all obligations owed Arnos Corp. are assigned to the Agent;
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Assignment of Notes and Liens. An Assignment of Notes and Liens in form and substance satisfactory to Lender, executed by Texas Commerce Bank-Arlington, National Association, assigning to Lender the promissory note, liens and security documentation between Borrower and Texas Commerce Bank-Arlington, National Association; (n) Landlord and Mortgagee Agreements. Landlord and mortgagee subordinations or waivers executed by each landlord and mortgagee identified on SCHEDULE 1 hereto; (o) Insurance Policies. Summaries of all insurance policies required by SECTION 7.5, together with loss payable endorsements in favor of Lender with respect to all insurance policies covering Collateral; (p)
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Assignment of Notes and Liens. An Assignment of Notes and Liens in form and substance satisfactory to Lender, executed by Texas Commerce Bank Arlington, N.A., assigning to Lender the promissory note, liens and security documentation between Borrower and Texas Commerce Bank-Arlington, N.A.; (n)
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Related to Assignment of Notes and Liens

  • SUBORDINATION OF NOTES Section 11.01.

  • Execution of Notes Notes shall be signed in the name and on behalf of the Issuer by the manual or facsimile signature of an Officer. The Trustee will, upon receipt of an Authentication Order, authenticate Notes for original issue that may be validly issued under this Indenture, including any Additional Notes. The aggregate principal amount of Notes outstanding at any time may not exceed the aggregate principal amount of Notes authorized for issuance by the Issuer pursuant to one or more Authentication Orders, except as provided in Sections 2.07 and 2.08 hereof. Only such Notes as shall bear thereon a certificate of authentication substantially in the form set forth on the form of Notes attached as Exhibit A1 hereto, executed manually by the Trustee (or an authenticating agent appointed by the Trustee as provided by Section 16.11), shall be entitled to the benefits of this Indenture or be valid or obligatory for any purpose. Such certificate by the Trustee (or such an authenticating agent) upon any Note executed by the Issuer shall be conclusive evidence that the Note so authenticated has been duly authenticated and delivered hereunder and that the Holder is entitled to the benefits of this Indenture. In case any Officer who shall have signed any of the Notes shall cease to be such Officer before the Notes so signed shall have been authenticated and delivered by the Trustee, or disposed of by the Issuer, such Notes nevertheless may be authenticated and delivered or disposed of as though the person who signed such Notes had not ceased to be such Officer, and any Note may be signed on behalf of the Issuer by such persons as, at the actual date of the execution of such Note, shall be the proper Officers, although at the date of the execution of this Indenture any such person was not such an Officer.

  • Release of Liens in Respect of Notes The Collateral Trustee’s Lien will no longer secure the Notes outstanding under the Indenture or any other Obligations under the Indenture, and the right of the holders of the Notes and such Obligations to the benefits and proceeds of the Collateral Trustee’s Lien on the Collateral will terminate and be discharged:

  • Amendment of Notes Subject to Section 3 hereof, any of the terms or provisions present in the Notes that relate to any of the provisions of the Indenture as amended by this Supplemental Indenture shall also be amended, mutatis mutandis, so as to be consistent with the amendments made by this Supplemental Indenture.

  • Reaffirmation of Loan Documents and Liens Except as amended and modified hereby, any and all of the terms and provisions of the Credit Agreement and the other Loan Documents shall remain in full force and effect and are hereby in all respects ratified and confirmed by each Credit Party. Each Credit Party hereby agrees that the amendments and modifications herein contained shall in no manner affect or impair the liabilities, duties and obligations of any Credit Party under the Credit Agreement and the other Loan Documents or the Liens securing the payment and performance thereof.

  • Replacement of Notes Upon receipt by the Company at the address and to the attention of the designated officer (all as specified in Section 18(iii)) of evidence reasonably satisfactory to it of the ownership of and the loss, theft, destruction or mutilation of any Note (which evidence shall be, in the case of an Institutional Investor, notice from such Institutional Investor of such ownership and such loss, theft, destruction or mutilation), and

  • Registration of Equipment Notes in Name of Subordination Agent The Trustee agrees that all Equipment Notes to be purchased by the Trust shall be issued in the name of the Subordination Agent or its nominee and held by the Subordination Agent in trust for the benefit of the Certificateholders, or, if not so held, the Subordination Agent or its nominee shall be reflected as the owner of such Equipment Notes in the register of the issuer of such Equipment Notes.

  • Releases of Guarantees and Liens (a) Notwithstanding anything to the contrary contained herein or in any other Loan Document, the Administrative Agent is hereby irrevocably authorized by each Lender (without requirement of notice to or consent of any Lender except as expressly required by Section 10.1) to take any action requested by the Borrower having the effect of releasing any Collateral or guarantee obligations (i) to the extent necessary to permit consummation of any transaction not prohibited by any Loan Document or that has been consented to in accordance with Section 10.1 or (ii) under the circumstances described in paragraph (b) below.

  • Payment of Notes 45 Section 4.02 Maintenance of Office or Agency................................................................ 45 Section 4.03 Reports........................................................................................ 45 Section 4.04

  • Perfection and Protection of Security Interests and Liens Borrower will from time to time deliver, and will cause each other Restricted Person from time to time to deliver, to Agent any financing statements, continuation statements, extension agreements and other documents, properly completed and executed (and acknowledged when required) by Restricted Persons in form and substance satisfactory to Agent, which Agent requests for the purpose of perfecting, confirming, or protecting any Liens or other rights in Collateral securing any Obligations.

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