Certain Significant Transactions. During the one year period preceding the date of this Agreement, no Person shall have merged or consolidated with or into any Grantor, and no Person shall have liquidated into, or transferred all or substantially all of its assets to, any Grantor, in each case except the mergers and consolidations contemplated by the Transaction and the mergers and consolidations described in Annex E hereto. With respect to any transactions so described in Annex E hereto, the respective Grantor shall have furnished such information with respect to the Person (and the assets of the Person and locations thereof) which merged with or into or consolidated with such Grantor, or was liquidated into or transferred all or substantially all of its assets to such Grantor, and shall have furnished to the Collateral Agent such UCC lien searches as may have been reasonably requested with respect to such Person and its assets, to establish that no security interest (excluding Permitted Liens) continues perfected on the date hereof with respect to any Person described above (or the assets transferred to the respective Grantor by such Person), including without limitation pursuant to Section 9-316(a)(3) of the UCC.
Appears in 4 contracts
Samples: Abl Credit Agreement (Performance Sports Group Ltd.), Term Loan Credit Agreement (Performance Sports Group Ltd.), Credit Agreement (Bway Parent Company, Inc.)
Certain Significant Transactions. During the one one-year period preceding the date of this Agreement, no Person shall have merged or consolidated with or into any Grantor, and no Person shall have liquidated into, or transferred all or substantially all of its assets to, any Grantor, in each case except the mergers and consolidations contemplated by the Transaction and the mergers and consolidations as described in Annex E D hereto. With respect to any transactions so described in Annex E D hereto, the respective Grantor shall have furnished such information with respect to the Person (and the assets of the Person and locations thereof) which merged with or into or consolidated with such Grantor, or was liquidated into or transferred all or substantially all of its assets to such Grantor, and shall have furnished furnished, or caused to be furnished, to the Collateral Agent such UCC lien searches as may have been reasonably requested by the Collateral Agent with respect to such Person and its assets, to establish that no security interest (excluding Permitted Liens) continues perfected on the date hereof with respect to any Person described above (or the assets transferred to the respective Grantor by such Person), including without limitation pursuant to Section 9-316(a)(3) of the UCC.
Appears in 3 contracts
Samples: Abl Credit Agreement (Ciena Corp), u.s. Security Agreement (Ciena Corp), Abl Credit Agreement
Certain Significant Transactions. During the one five-year period preceding the date of this Agreement, no Person shall have merged or consolidated with or into any Grantor, and no Person shall have liquidated into, or transferred all or substantially all of its assets to, any Grantor, in each case except the mergers and consolidations contemplated by the Transaction and the mergers and consolidations described in Annex E heretoSchedule 3 of the Perfection Certificate. With respect to any transactions so described in Annex E heretoSchedule 3 of the Perfection Certificate, the respective Grantor shall have furnished such information with respect to the Person (and the assets of the Person and locations thereof) which merged with or into or consolidated with such Grantor, or was liquidated into or transferred all or substantially all of its assets to such Grantor, and shall have furnished to the Collateral Agent such UCC lien searches as may have been reasonably requested by the Collateral Agent or Administrative Agent with respect to such Person and its assets, to establish that no security interest (excluding Permitted Liens) continues perfected on the date hereof with respect to any Person described above (or the assets transferred to the respective Grantor by such Person), including without limitation pursuant to Section 9-316(a)(3) of the UCC.
Appears in 3 contracts
Samples: Abl Security Agreement (PAE Inc), Second Lien Security Agreement (PAE Inc), First Lien Security Agreement (PAE Inc)
Certain Significant Transactions. During the one year period preceding the date of this Agreement, except in connection with the Transaction, no Person shall have merged merged, amalgamated or consolidated with or into any GrantorAssignor, and no Person shall have liquidated into, or transferred all or substantially all of its assets to, any GrantorAssignor, in each case except the mergers and consolidations contemplated by the Transaction and the mergers and consolidations as described in Annex E hereto. With respect to any transactions so described in Annex E hereto, the respective Grantor Assignor shall have furnished such information with respect to the Person (and the assets of the Person and locations thereof) which merged with or into into, amalgamated with or consolidated with such GrantorAssignor, or was liquidated into or transferred all or substantially all of its assets to such GrantorAssignor, and shall have furnished to the Collateral Agent such UCC lien searches as may have been reasonably requested with respect to such Person and its assets, to establish that no security interest (excluding Permitted Liens) continues perfected on the date hereof with respect to any Person described above (or the assets transferred to the respective Grantor Assignor by such Person), including without limitation pursuant to Section 9-316(a)(3) of the UCC.
Appears in 2 contracts
Samples: Security Agreement (CURO Group Holdings Corp.), Short Term Credit Agreement (CURO Group Holdings Corp.)
Certain Significant Transactions. During the one year period preceding the date of this AgreementRestatement Effective Date, no Person shall have merged or consolidated with or into any GrantorAssignor, and no Person shall have liquidated into, or transferred all or substantially all of its assets to, any GrantorAssignor, in each case except in connection with the mergers Foreign Assets Transfers, and consolidations contemplated by the Transaction and the mergers and consolidations except as described in Annex E hereto. With respect to any transactions so described in Annex E hereto, the respective Grantor Assignor shall have furnished such information with respect to the Person (and the assets of the Person and locations thereof) which merged with or into or consolidated with such GrantorAssignor, or was liquidated into or transferred all or substantially all of its assets to such GrantorAssignor, and shall have furnished to the Collateral Agent such UCC lien searches as may have been reasonably requested with respect to such Person and its assets, to establish that no security interest (excluding Permitted Liens) continues perfected on the date hereof Restatement Effective Date with respect to any Person described above (or the assets transferred to the respective Grantor Assignor by such Person), including without limitation pursuant to Section 9-316(a)(3) of the UCC.
Appears in 2 contracts
Samples: Credit Agreement (Dole Food Co Inc), Credit Agreement (Dole Food Co Inc)
Certain Significant Transactions. During the one year period preceding the date of this Agreement, no Person shall have merged or consolidated with or into any Grantorsuch Assignor, and no Person shall have liquidated into, or transferred all or substantially all of its assets to, any Grantorsuch Assignor, in each case except the mergers and consolidations contemplated by the Transaction and the mergers and consolidations as described in Annex E hereto. With respect to any transactions so described in Annex E hereto, the respective Grantor such Assignor shall have furnished to the Collateral Agent such information as reasonably requested by the Collateral Agent with respect to the Person (and the assets of the Person and locations thereof) which merged with or into or consolidated with such GrantorAssignor, or was liquidated into or transferred all or substantially all of its assets to such GrantorAssignor, and shall have furnished to the Collateral Agent such UCC lien searches as may have been reasonably requested by the Collateral Agent with respect to such Person and its assets, to establish that no security interest (excluding Permitted Liens) continues perfected on the date hereof with respect to any Person described above (or the assets transferred to the respective Grantor Assignor by such Person), including without limitation pursuant to Section 9-316(a)(3) of the UCC.
Appears in 2 contracts
Samples: Security Agreement (PAETEC Holding Corp.), Security Agreement (PAETEC Holding Corp.)
Certain Significant Transactions. During the one year period preceding the date of this Agreement, no Person shall have merged or consolidated with or into any Grantorthe Obligor, and no Person shall have liquidated into, or transferred all or substantially all of its assets to, any Grantorthe Obligor, in each case except the mergers and consolidations contemplated by the Transaction and the mergers and consolidations described in Annex E heretoSchedule “C”. With respect to any transactions so described in Annex E heretoSchedule “C”, the respective Grantor Obligor shall have furnished such information with respect to the Person (and the assets of the Person and locations thereof) which merged with or into or consolidated with such Grantorthe Obligor, or was liquidated into or transferred all or substantially all of its assets to such Grantorthe Obligor, and shall have furnished to the Collateral Agent such UCC PPSA lien searches as may have been reasonably requested with respect to such Person and its assets, to establish that no security interest (excluding Permitted Liens) continues perfected on the date hereof with respect to any Person described above (or the assets transferred to the respective Grantor Obligor by such Person), including without limitation pursuant to Section 9-316(a)(3) of the UCC.
Appears in 2 contracts
Samples: Credit Agreement (Bway Parent Company, Inc.), Security Agreement (BWAY Holding CO)
Certain Significant Transactions. During the one year period preceding the date of this Agreement, no Person shall have merged or consolidated with or into any GrantorAssignor, and no Person shall have liquidated into, or transferred all or substantially all of its assets to, any GrantorAssignor, in each case except in connection with the mergers Foreign Assets Transfers and consolidations contemplated by the Transaction and the mergers and consolidations except as described in Annex E hereto. With respect to any transactions so described in Annex E hereto, the respective Grantor Assignor shall have furnished such information with respect to the Person (and the assets of the Person and locations thereof) which merged with or into or consolidated with such GrantorAssignor, or was liquidated into or transferred all or substantially all of its assets to such GrantorAssignor, and shall have furnished to the Collateral Agent such UCC lien searches as may have been reasonably requested with respect to such Person and its assets, to establish that no security interest (excluding Permitted Liens) continues perfected on the date hereof with respect to any Person described above (or the assets transferred to the respective Grantor Assignor by such Person), including without limitation pursuant to Section 9-316(a)(3) of the UCC.
Appears in 1 contract
Samples: u.s. Security Agreement (Westborn Service Center, Inc.)