Binding Obligation/Perfection Clause Samples
The Binding Obligation/Perfection clause establishes that the commitments and agreements made within the contract are legally enforceable and fully effective against the parties involved. In practice, this clause often requires each party to confirm that they have taken all necessary steps, such as obtaining approvals or completing filings, to ensure the contract is valid and binding under applicable law. Its core function is to provide assurance that the contract is not only agreed upon in principle but is also perfected and enforceable, thereby reducing the risk of future disputes over its validity or enforceability.
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Binding Obligation/Perfection. This Security Agreement creates a legal, valid, and binding Lien in and to the Collateral in favor of Secured Party and enforceable against Debtor. For Collateral in which the Security Interest may be perfected by the filing of Financing Statements pursuant to Article 9 of the UCC, once those Financing Statements have been properly filed in the jurisdictions described on Annex A hereto, the Security Interest in that Collateral will be fully perfected and the Security Interest will constitute a first-priority Lien on such Collateral, subject only to Permitted Liens. With respect to Collateral consisting of investment property (other than Pledged Securities covered by Paragraph 5(j)), Deposit Accounts, electronic chattel paper, letter-of-credit rights, and instruments, upon the delivery of such Collateral to Secured Party or delivery of an executed Control Agreement with respect to such Collateral, the Security Interest in that Collateral will be fully perfected and the Security Interest will constitute a first-priority Lien on such Collateral, subject only to Permitted Liens. None of the Collateral has been delivered nor control with respect thereto given to any Person other than the Administrative Agent. Other than the Financing Statements and Control Agreements with respect to this Security Agreement, there are no other financing statements or control agreements covering any Collateral, other than those evidencing Permitted Liens. The creation of the Security Interest does not require the consent of any Person that has not been obtained.
Binding Obligation/Perfection. This Security Agreement creates a legal, valid, and binding Security Interest in and to the Collateral in favor of Holder Representative and enforceable against Debtor except as the enforceability thereof may be limited by bankruptcy, insolvency, moratorium, reorganization or similar laws affecting the enforcement of creditors’ rights generally, and except for judicial limitations on the enforcement of the remedy of specific performance and other equitable remedies. For Collateral in which the Security Interest may be perfected by the filing of Financing Statements, once those Financing Statements have been properly filed in the jurisdiction described on Schedule A hereto, and, in the case of the Registered IP (as defined below) with respect to which a security interest may be perfected by filing, recording or registration in the United States (or any political subdivisions thereof) and its territories and possessions, upon the receipt and recording of a short form of this Security Agreement with the United States Patent and Trademark Office or the United States Copyright Office, as applicable, the Security Interest in such Collateral will be fully perfected, subject only to Permitted Liens. Other than the Financing Statements and with respect to this Security Agreement, there are no other financing statements or control agreements covering any Collateral, other than those evidencing Permitted Liens. The creation of the Security Interest does not require the consent of any person or entity that has not been obtained.
Binding Obligation/Perfection. This Agreement constitutes a valid and binding obligation of such Debtor, enforceable against it in accordance with its terms, except as enforcement may be limited by bankruptcy, insolvency, reorganization, moratorium or similar laws affecting the enforcement of creditors' rights generally and by general equitable principles (whether enforcement is sought by proceedings in equity or at law). Subject to taking the actions specified in Section 3.5, Agent has a valid and perfected first priority Security Interest in the Collateral (except with respect to Trademarks, in which Agent has a valid and perfected second priority Security Interest) to the extent that a security interest therein may be perfected by the filing of a financing statement and the other actions referred to in Section 3.5, securing the payment of the Obligations and each Debtor's obligations under the Guaranty, and each Debtor acknowledges that such Security Interests are entitled to all of the rights, priorities and benefits afforded by the UCC or other applicable law as enacted in any relevant jurisdiction within the United States which relates to perfected security interests subject to Permitted Liens.
Binding Obligation/Perfection. This Agreement constitutes a valid and binding obligation of the Debtor, enforceable against it in accordance with its terms, except as enforcement may be limited by bankruptcy, insolvency, or similar laws relating to the enforcement of creditors’ rights generally and by general equitable principles. Secured Party has a valid and perfected first priority security interest in the Collateral, securing the payment of the Obligations, and such Security Interests are entitled to all of the rights, priorities and benefits afforded by the UCC or other applicable law as enacted in any relevant jurisdiction which relates to perfected security interests.
Binding Obligation/Perfection. This Agreement constitutes a valid and binding obligation of each Grantor, enforceable against it in accordance with its terms, except as enforcement may be limited by bankruptcy, insolvency, or similar laws relating to the enforcement of creditors' rights generally and by general equitable principles. Lender has a valid and perfected first priority security interest in the Collateral, securing the payment of the Obligations, and such Security Interests are entitled to all of the rights, priorities and benefits afforded by the Code or other applicable law as enacted in any relevant jurisdiction which relates to perfected security interests.
Binding Obligation/Perfection. This Security Agreement constitutes a valid and binding obligation of the Obligors enforceable against them in accordance with its terms, except as enforcement may be limited by bankruptcy, insolvency, or similar laws relating to the enforcement of creditors’ rights generally and by general equitable principles.
Binding Obligation/Perfection. This Security Agreement creates a legal, valid, and binding Security Interest in and to the Collateral in favor of Secured Party and enforceable against Debtor except as the enforceability thereof may be limited by bankruptcy, insolvency, moratorium, reorganization or similar laws affecting the enforcement of creditors’ rights generally, and except for judicial limitations on the enforcement of the remedy of specific performance and other equitable remedies. For Collateral in which the Security Interest may be perfected by the filing of Financing Statements, once those Financing Statements have been properly filed in the jurisdiction described on Exhibit A hereto, the Security Interest in that Collateral will be fully perfected, subject only to Permitted Liens. Other than the Financing Statements and with respect to this Security Agreement, there are no other financing statements or control agreements covering any Collateral, other than those evidencing Permitted Liens. The creation of the Security Interest does not require the consent of any person or entity that has not been obtained.
Binding Obligation/Perfection. The pledge of the Collateral pursuant to this Agreement creates a valid first priority and perfected Lien in the Collateral, securing the payment of the Secured Obligations. Once financing statements covering the Collateral have been properly filed in the jurisdictions listed on Schedule 1 hereto, Administrative Agent’s Lien in the Collateral, for the benefit of the Secured Parties, will be fñlly perfected and such Lien will constitute a first-priority Lien on such Collateral. Other than the financing statements with respect to this Agreement, there are no other financing statements covering any Collateral. The creation of the Lien in the Collateral does not require the consent of any Person that has not been obtained.
Binding Obligation/Perfection. This Security Agreement creates a ------------------------------ legal, valid, and binding Lien in and to the Collateral in favor of Secured Party and enforceable against Debtor. For Collateral in which the Security Interest may be perfected by the filing of financing statements, once those financing statements have been properly filed in the jurisdictions described on Annex A hereto, the Security Interest in that Collateral will be fully perfected and the Security Interest will constitute a first- priority Lien on such Collateral, subject only to Permitted Liens. With respect to Collateral consisting of investment property, deposit accounts, electronic chattel paper, letter-of-credit rights, and instruments, upon the delivery of such Collateral to Secured Party or the control agreement related thereto, the Security Interest in that Collateral will be fully perfected. None of the Collateral has been delivered nor control with respect thereto given to any other Person. Other than the Financing Statements and control agreements with respect to this Security Agreement, there are no other financing statements or control agreements covering any Collateral, other than those evidencing Permitted Liens. The creation of the Security Interest does not require the consent of any Person that has not been obtained.
Binding Obligation/Perfection. This Agreement constitutes a valid and binding obligation of such Debtor, enforceable against it in accordance with its terms, except as enforcement may be limited by bankruptcy, insolvency, or similar laws relating to the enforcement of creditors’ rights generally and by general equitable principles. In the case of the certificated Pledged Securities (as defined in the Pledge Agreement), when stock certificates representing such Pledged Securities are delivered to the Administrative Agent and in the case of the other Collateral, when financing statements and other filings specified on Schedule 3.1 in appropriate form are filed in the appropriate filing offices specified on Schedule 3.1 and other actions described on Schedule 3.1 are taken, Administrative Agent will have a valid and perfected first priority Lien on the Collateral (except for Permitted Liens), securing the payment of the Obligations, and such Security Interests are entitled to all of the rights, priorities and benefits afforded by the UCC or other applicable law as enacted in any relevant jurisdiction which relates to perfected security interests.