Common use of Change of Name, Locations, etc Clause in Contracts

Change of Name, Locations, etc. Pledgor will not (i) change its name, or, if applicable, the state in which it is registered, (ii) change its chief executive office from the location thereof listed on Annex C, (iii) except as permitted by Section 4.5, remove any Collateral (other than goods in transit), or any books, records or other information relating to Collateral, from the applicable location thereof listed on Annex C or as described in Section 3.3, or keep or maintain any Collateral (other than goods in transit) at a location not listed on Annex C or described in Section 3.3, unless in each case Pledgor has (A) given fifteen (15) days’ prior written notice to the Collateral Agent of its intention to do so, together with information regarding any such new location and such other information in connection with such proposed action as the Collateral Agent may (but has no duty to) reasonably request, and (B) delivered to the Collateral Agent via email fifteen (15) days prior to any such change or removal of such documents, instruments and financing statements as may be required under applicable law, and the Collateral Agent has had a reasonable chance to review such documents, instruments and financing statements, paid all necessary filing and recording fees and taxes, in order to perfect and maintain the Lien upon and security interest in the Collateral provided for herein in accordance with the provisions of Section 3.2, delivered an Officers’ Certificate (as defined in the Indenture) certifying the facts of such changes, and taken all other actions reasonably requested by the Collateral Agent (provided that delivery of an opinion of counsel may only be requested where required by the Indenture).

Change of Name, Locations, etc. No Pledgor will not (i) change its name, or, if applicable, the state in which it is registeredidentity or organizational type, (ii) change its chief executive office from the location thereof listed on Annex CB, (iii) except as permitted change the jurisdiction of its incorporation or organization from the jurisdiction listed on Annex B (whether by Section 4.5merger or otherwise), remove (iv) file any Collateral (document with the Internal Revenue Service using any name other than goods in transit)its exact legal name listed on Annex B, or (v) move any original invoices, ledgers, Chattel Paper, Instruments and other books, records or information evidencing or relating to the Collateral of such Pledgor, to a location not listed on Annex B, or keep or maintain any such Collateral or books, records or other information relating to Collateral, from the applicable location thereof listed on Annex C or as described in Section 3.3, or keep or maintain any Collateral (other than goods in transit) at a location not listed on Annex C or described in Section 3.3B, unless in each case such Pledgor has (A1) given fifteen ten Business Days’ (15or such shorter period as the Administrative Agent may agree) days’ prior written notice to the Collateral Administrative Agent of its intention to do so, together with information regarding any such new location and such other information in connection with such proposed action as the Collateral Administrative Agent may (but has no duty to) reasonably request, and (B2) delivered to the Collateral Administrative Agent via email fifteen at least three Business Days (15or such shorter period as the Administrative Agent may agree) days prior to any such change or removal of such documents, instruments and financing statements as may be required under applicable lawby the Administrative Agent, all in form and substance satisfactory to the Collateral Agent has had a reasonable chance to review such documents, instruments and financing statementsAdministrative Agent, paid all necessary filing and recording fees and taxes, and taken all other actions reasonably requested by the Administrative Agent, in order to perfect and maintain the Lien upon and security interest in the Collateral provided for herein in accordance with the provisions of Section 3.2, delivered an Officers’ Certificate (as defined in the Indenture) certifying the facts of such changes, and taken all other actions reasonably requested by the Collateral Agent (provided that delivery of an opinion of counsel may only be requested where required by the Indenture).

Change of Name, Locations, etc. No Pledgor will not (i) change its name, or, if applicable, the state in which it is registeredidentity or corporate structure, (ii) change its chief executive office from the location thereof listed on Annex CB, (iii) except as permitted change the jurisdiction of its incorporation or organization from the jurisdiction listed on Annex B (whether by Section 4.5merger or otherwise), (iv) file any document with the Internal Revenue Service using any name other than its exact legal name listed on Annex B, or (v) remove any Collateral (other than goods Mobile Goods and Goods in transit), or any books, records or other information relating to Collateral, from the applicable location thereof listed on Annex C or as described in Section 3.3B, or keep or maintain any Collateral (other than goods in transit) at a location not listed on Annex C or described in Section 3.3B, unless in each case such Pledgor has (A1) given at least fifteen (15) days’ prior written notice prior to any such change or removal such documents to the Collateral Administrative Agent of its intention to do so, together with information regarding any such new location and such other information in connection with such proposed action as the Collateral Administrative Agent may (but has no duty to) reasonably request, and (B2) delivered to the Collateral Administrative Agent via email fifteen (15) days prior to any such change or removal of such documents, instruments and financing statements as may be required under applicable lawby the Administrative Agent, all in form and substance satisfactory to the Collateral Agent has had a reasonable chance to review such documents, instruments and financing statementsAdministrative Agent, paid all necessary filing and recording fees and taxes, and taken all other actions reasonably requested by the Administrative Agent (including, at the request of the Administrative Agent, delivery of opinions of counsel reasonably satisfactory to the Administrative Agent to the effect that all such actions have been taken), in order to perfect and maintain the Lien upon and security interest in the Collateral provided for herein in accordance with the provisions of Section 3.2, delivered an Officers’ Certificate (as defined in the Indenture) certifying the facts of such changes, and taken all other actions reasonably requested by the Collateral Agent (provided that delivery of an opinion of counsel may only be requested where required by the Indenture).

Change of Name, Locations, etc. No Pledgor will not (i) change its name, or, if applicable, the state in which it is registeredidentity or corporate structure, (ii) change its chief executive office from the location thereof listed on Annex CB, (iii) except as permitted change the jurisdiction of its incorporation or organization from the jurisdiction listed on Annex B (whether by Section 4.5merger or otherwise), remove (iv) file any Collateral (document with the Internal Revenue Service using any name other than goods in transit)its exact legal name listed on Annex B, or (v) remove any books, records or other information relating to Collateralthe regulatory approvals, clinical studies or Intellectual Property related to a Material Product, from the applicable location thereof listed on Annex C or as described in Section 3.3, or keep or maintain any Collateral (other than goods in transit) at a location not listed on Annex C or described in Section 3.3B, unless in each case such Pledgor has (A1) given fifteen [***] (15or such later date as may be agreed to by the Collateral Agent in its sole discretion) days’ prior written notice to the Collateral Agent of its intention to do so, together with information regarding any such new location and such other information in connection with such proposed action as the Collateral Agent may (but has no duty to) reasonably request, and (B2) delivered to the Collateral Agent via email fifteen (15) days prior to [***] following the Collateral Agent’s request any such change or removal of such documents, instruments and or financing statements as may be reasonably required under applicable law, and by the Collateral Agent has had a reasonable chance Agent, all in form and substance reasonably satisfactory to review such documents, instruments and financing statementsthe Collateral Agent, paid all necessary filing and recording fees and taxes, and taken all other actions reasonably requested by the Collateral Agent, in order to perfect and maintain the Lien upon and security interest in the Collateral provided for herein in accordance with the provisions of Section 3.2, delivered an Officers’ Certificate (as defined in the Indenture) certifying the facts of such changes, and taken all other actions reasonably requested by the Collateral Agent (provided that delivery of an opinion of counsel may only be requested where required by the Indenture).

Change of Name, Locations, etc. No Pledgor will not (i) change its name, or, if applicable, the state in which it is registeredidentity or corporate structure, (ii) change its chief executive office from the location thereof listed on Annex CB, (iii) except as permitted change the jurisdiction of its incorporation or organization from the jurisdiction listed on Annex B (whether by Section 4.5merger or otherwise), (iv) file any document with the Internal Revenue Service using any name other than its exact legal name listed on Annex B, or (v) remove any Collateral (other than goods Mobile Goods and Goods in transit), or any books, records or other information relating to Collateral, from the applicable location thereof listed on Annex C B (except for a sale or as described in Section 3.3other disposition permitted by this Agreement or the Note Purchase Agreement), or keep or maintain any Collateral (other than goods in transit) at a location not listed on Annex C or described in Section 3.3B, unless in each case such Pledgor has (A1) given fifteen twenty (1520) days’ prior written notice to the Collateral Agent of its intention to do so, together with information regarding any such new location and such other information in connection with such proposed action as the Collateral Agent may (but has no duty to) reasonably request, and (B2) delivered to the Collateral Agent via email fifteen ten (1510) days prior to any such change or removal of such documents, instruments and financing statements as reasonably may be required under applicable lawby the Agent, all in form and substance satisfactory to the Collateral Agent has had a reasonable chance to review such documents, instruments and financing statementsAgent, paid all necessary filing and recording fees and taxes, and taken all other actions reasonably requested by the Agent (including, at the request of the Agent, delivery of opinions of counsel reasonably satisfactory to the Agent to the effect that all such actions have been taken), in order to perfect and maintain the Lien upon and security interest in the Collateral provided for herein in accordance with the provisions of Section 3.2, delivered an Officers’ Certificate (as defined in the Indenture) certifying the facts of such changes, and taken all other actions reasonably requested by the Collateral Agent (provided that delivery of an opinion of counsel may only be requested where required by the Indenture).

Change of Name, Locations, etc. No Pledgor will not (i) change its name, its type of organization or, if applicable, the state in which it is registered, or its organizational identification number (if any), (ii) change its chief executive office from the location thereof listed on Annex C, or (iii) except as permitted by Section 4.5, remove any Collateral (other than goods in transittransit or Collateral sold in the ordinary course or otherwise permitted under the Loan Documents), or any books, records or other information relating to Collateral, from the applicable location thereof listed on Annex C or as described in Section 3.3C, or keep or maintain any Collateral (other than goods in transit) at a location not listed on Annex C or described in Section 3.3C, unless in each case such Pledgor has (A) given fifteen thirty (1530) days’ prior written notice to the Collateral Agent of its intention to do so, together with information regarding any such new location and such other information in connection with such proposed action as the Collateral Agent may (but has no duty to) reasonably request, and (B) delivered to the Collateral Agent via email fifteen thirty (1530) days days’ prior to any such change or removal of such documents, instruments and financing statements as may be required under applicable law, and by the Collateral Agent has had a reasonable chance Agent, all in form and substance satisfactory to review such documents, instruments and financing statementsthe Collateral Agent, paid all necessary filing and recording fees and taxes, and taken all other actions reasonably requested by the Collateral Agent in order to perfect and maintain the Lien upon and security interest in the Collateral provided for herein in accordance with the provisions of Section 3.2, delivered an Officers’ Certificate (as defined in the Indenture) certifying the facts of such changes, and taken all other actions reasonably requested by the Collateral Agent (provided that delivery of an opinion of counsel may only be requested where required by the Indenture)3.3.

Change of Name, Locations, etc. Pledgor The Company will not (i) change its name, or, if applicable, identity or the state in which it is registerednature of its constitution, (ii) change its chief executive office from the location thereof listed on Annex Schedule C, (iii) except as otherwise permitted by Section 4.5this security agreement change the jurisdiction of its incorporation or organization from the jurisdiction listed on Schedule C (whether by merger or otherwise), or (iii) remove any Collateral (other than Mobile Goods and goods in transit), or any books, records or other information relating to Collateral, from the applicable location thereof listed on Annex C or as described in Section 3.3Schedule C, or keep or maintain any Collateral (other than goods in transit) at a location not listed on Annex C or described in Section 3.3Schedule C, unless in each case Pledgor the Company has (A) given fifteen ten (1510) business days’ ' prior written notice to the Collateral Agent Lender of its intention to do so, together with information regarding any such new location and such other information in connection with such proposed action as the Collateral Agent Lender may (but has no duty to) reasonably request, and (B) delivered to the Collateral Agent via email fifteen Lender ten (1510) business days prior to any such change or removal of such documents, instruments and financing statements as may be reasonably required under applicable lawby the Lender, all in form and substance reasonably satisfactory to the Collateral Agent has had a reasonable chance to review such documents, instruments and financing statementsLender, paid all necessary filing and recording fees and taxes, and taken all other actions reasonably requested by the Lender (including, at the reasonable request of the Lender, delivery of opinions of counsel reasonably satisfactory to the Lender to the effect that all such actions have been taken), in order to perfect and maintain the Lien upon and security interest in the Collateral provided for herein in accordance with the provisions of Section 3.2, delivered an Officers’ Certificate (as defined in the Indenture) certifying the facts of such changes, and taken all other actions reasonably requested by the Collateral Agent (provided that delivery of an opinion of counsel may only be requested where required by the Indenture)herein.

Change of Name, Locations, etc. Pledgor will not (i) change its name, or, if applicable, the state in which it is registeredidentity or limited liability company structure, (ii) change its chief executive office from the location thereof listed on Annex Cthe Closing Date, (iii) except as permitted change the jurisdiction of its incorporation or organization from the jurisdiction on the Closing Date (whether by Section 4.5merger or otherwise), remove (iv) file any Collateral (document with the Internal Revenue Service using any name other than goods its exact legal name in transit)existence on the Closing Date, or (v) remove any books, records or other information relating to the Collateral, from the applicable its location thereof listed on Annex C or as described in Section 3.3, or keep or maintain any Collateral (other than goods in transit) at a location not listed on Annex C or described in Section 3.3the Closing Date, unless in each case Pledgor has (A1) given fifteen twenty (1520) days’ prior written notice to the Collateral Agent of its intention to do so, together with information regarding any such new location and such other information in connection with such proposed action as the Collateral Agent may (but has no duty to) reasonably request, and (B2) delivered to the Collateral Agent via email fifteen twenty (1520) days prior following the Collateral Agent’s request Portions of this Exhibit were omitted and have been filed separately with the Secretary of the Commission pursuant to the Company’s application requesting confidential treatment under Rule 24b-2 of the Exchange Act; […***…] denotes omissions. any such change or removal of such documents, instruments and or financing statements as may be reasonably required under applicable law, and by the Collateral Agent has had a reasonable chance Agent, all in form and substance reasonably satisfactory to review such documents, instruments and financing statementsthe Collateral Agent, paid all necessary filing and recording fees and taxes, and taken all other actions reasonably requested by the Collateral Agent, in order to perfect and maintain the Lien upon and security interest in all of Pledgor’s right, title and interest in and to the Collateral provided for herein in accordance with the provisions of Section 3.2, delivered an Officers’ Certificate (as defined in the Indenture) certifying the facts of such changes, and taken all other actions reasonably requested by the Collateral Agent (provided that delivery of an opinion of counsel may only be requested where required by the Indenture)this Agreement.

Change of Name, Locations, etc. No Pledgor will not (i) change its name, or, if applicable, ------------------------------ identity or corporate structure (other than the state in which it is registeredcreation of new subsidiaries as permitted under the Credit Agreement), (ii) change its chief executive office from the location thereof listed on Annex C, (iii) except as permitted change the jurisdiction of its incorporation or organization from the jurisdiction listed on Annex C (whether by Section 4.5merger or otherwise), or (iv) remove any Collateral (other than Mobile Goods and goods in transit), or any books, records or other information relating to Collateral, from the applicable location thereof listed on Annex C or as described in Section 3.3C, or keep or maintain any Collateral (other than goods in transit) at a location not listed on Annex C or described in Section 3.3C, unless in each case such Pledgor has (A) given fifteen (15) 20 days’ ' prior written notice to the Collateral Agent of its intention to do so, together with information regarding any such new location and such other information in connection with such proposed action as the Collateral Agent may (but has no duty to) reasonably request, and (B) delivered to the Collateral Agent via email fifteen (15) 10 days prior to any such change or removal of such documents, instruments and financing statements as may be reasonably required under applicable law, and by the Collateral Agent has had a reasonable chance Agent, all in form and substance reasonably satisfactory to review such documents, instruments and financing statementsthe Collateral Agent, paid all necessary filing and recording fees and taxes, and taken all other actions reasonably requested by the Collateral Agent (including, at the request of the Collateral Agent, delivery of opinions of counsel reasonably satisfactory to the Collateral Agent to the effect that all such actions have been taken), in order to perfect and maintain the Lien upon and security interest in the Collateral provided for herein in accordance with the provisions of Section 3.2, delivered an Officers’ Certificate (as defined in the Indenture) certifying the facts of such changes, and taken all other actions reasonably requested by the Collateral Agent (provided that delivery of an opinion of counsel may only be requested where required by the Indenture).

Change of Name, Locations, etc. No Pledgor will not (i) change its name, or, if applicable, the state in which it is registeredidentity or corporate structure, (ii) file any document with the Internal Revenue Service using any name other than its exact legal name listed on Annex B, (iii) change its chief executive office from the location thereof listed on Annex CB, (iiiiv) except as permitted change the jurisdiction of its incorporation or organization from the jurisdiction listed on Annex B (whether by Section 4.5merger or otherwise), or (v) remove any Collateral (other than goods Mobile Goods and Goods in transit), or any books, records or other information relating to Collateral, from the applicable location thereof listed on Annex C or as described in Section 3.3B, or keep or maintain any Collateral (other than goods in transit) at a location not listed on Annex C or described in Section 3.3B, unless in each case such Pledgor has (A1) given fifteen twenty (1520) days’ prior written notice to the Collateral Agent of its intention to do so, together with information regarding any such new location and such other information in connection with such proposed action as the Collateral Agent may (but has no duty to) reasonably request, and (B2) delivered to the Collateral Agent via email fifteen ten (1510) days prior to any such change or removal of such documents, instruments and financing statements as may be required under applicable law, and by the Collateral Agent has had a reasonable chance Agent, all in form and substance satisfactory to review such documents, instruments and financing statementsthe Collateral Agent, paid all necessary filing and recording fees and taxes, and taken all other actions reasonably requested by the Collateral Agent (including, at the request of the Collateral Agent, delivery of opinions of counsel reasonably satisfactory to the Collateral Agent to the effect that all such actions have been taken), in order to perfect and maintain the Lien upon and security interest in the Collateral provided for herein in accordance with the provisions of Section 3.2, delivered an Officers’ Certificate (as defined in the Indenture) certifying the facts of such changes, and taken all other actions reasonably requested by the Collateral Agent (provided that delivery of an opinion of counsel may only be requested where required by the Indenture).

Change of Name, Locations, etc. The Pledgor will not (i) change its name, or, if applicable, the state in which it is registeredidentity or corporate structure, (ii) change its chief executive office from the location thereof listed on Annex CSchedule II, (iii) except as permitted change the jurisdiction of its incorporation from the jurisdiction listed on Schedule II (whether by Section 4.5merger or otherwise), or (iv) remove any Collateral (other than goods Mobile Goods in transit, up to five (5) Mobile Goods used for demonstration purposes (including races and boat shows) in the ordinary course of business, and finished goods inventory or parts maintained at dealers), or any books, records or other information relating to Collateral, from the applicable location thereof listed on Annex C or as described in Section 3.3Schedule II, or keep or maintain any Collateral (other than goods in transit) at a location not listed on Annex C or described in Section 3.3Schedule II, unless in each case the Pledgor has (A) given fifteen twenty (1520) days’ prior written notice to the Collateral Agent Bank of its intention to do so, together with information regarding any such new location and such other information in connection with such proposed action as the Collateral Agent Bank may (but has no duty to) reasonably request, and (B) delivered to the Collateral Agent via email fifteen Bank ten (1510) days prior to any such change or removal of such documents, instruments and financing statements as may be required under applicable lawby the Bank, all in form and substance satisfactory to the Collateral Agent has had a reasonable chance to review such documents, instruments and financing statementsBank, paid all necessary filing and recording fees and taxes, in order to perfect and maintain the Lien upon and security interest in the Collateral provided for herein in accordance with the provisions of Section 3.2, delivered an Officers’ Certificate (as defined in the Indenture) certifying the facts of such changes, and taken all other actions reasonably requested by the Bank, in order to perfect and maintain the lien upon and security interest in the Collateral; provided, however, the Pledgor shall not be required to deliver such twenty (20) day prior written notice if such Collateral, or any books, records or other information relating to such Collateral Agent (provided that delivery of an opinion of counsel may only be requested where required by is moved from the Indenture)applicable location thereof listed on Schedule II to another location listed on Schedule II.

Change of Name, Locations, etc. No Pledgor will not (i) change its name, or, if applicable, the state in which it is registeredidentity or corporate structure, (ii) change its chief executive office from the location thereof listed on Annex CB, (iii) except as permitted change the jurisdiction of its incorporation or organization from the jurisdiction listed on Annex B (whether by Section 4.5merger or otherwise), (iv) file any document with the Internal Revenue Service using any name other than its exact legal name listed on Annex B, or (v) remove any Collateral (other than goods Mobile Goods and Goods in transit), or any books, records or other information relating to Collateral, from the applicable location thereof listed on Annex C or as described in Section 3.3B, or keep or maintain any Collateral (other than goods in transit) at a location not listed on Annex C or described in Section 3.3B, unless in each case such Pledgor has (A1) given fifteen twenty (1520) days’ prior written notice to the Collateral Administrative Agent of its intention to do so, together with information regarding any such new location and such other information in connection with such proposed action as the Collateral Administrative Agent may (but has no duty to) reasonably request, and (B2) delivered to the Collateral Administrative Agent via email fifteen ten (1510) days prior to any such change or removal of such documents, instruments and financing statements as may be required under applicable lawby the Administrative Agent, all in form and substance satisfactory to the Collateral Agent has had a reasonable chance to review such documents, instruments and financing statementsAdministrative Agent, paid all necessary filing and recording fees and taxes, and taken all other actions reasonably requested by the Administrative Agent (including, at the request of the Administrative Agent, delivery of opinions of counsel reasonably satisfactory to the Administrative Agent to the effect that all such actions have been taken), in order to perfect and maintain the Lien upon and security interest in the Collateral provided for herein in accordance with the provisions of Section 3.2, delivered an Officers’ Certificate (as defined in the Indenture) certifying the facts of such changes, and taken all other actions reasonably requested by the Collateral Agent (provided that delivery of an opinion of counsel may only be requested where required by the Indenture).