CHANGES AFFECTING PERFECTION Clause Samples
The "Changes Affecting Perfection" clause defines the parties' obligations regarding any modifications that could impact the legal status or enforceability of a security interest, particularly its "perfection" under applicable law. In practice, this clause typically requires the debtor to notify the secured party of any changes—such as a change in name, address, or organizational structure—that could affect the secured party's ability to maintain a perfected security interest. By doing so, it ensures that the secured party remains protected against third-party claims and that their interest in the collateral is not inadvertently jeopardized due to administrative or legal changes.
CHANGES AFFECTING PERFECTION. No Borrower shall nor shall any Borrower permit any Subsidiary to, without giving the Lender at least thirty (30) days prior written notice thereof: (a) make any change in any location where Inventory or Equipment of such Borrower or such Subsidiary is maintained, or locate any of such Inventory or Equipment at any location not listed on the Disclosure Schedule (other than in connection with sales of Inventory or Equipment in the ordinary course of business or Inventory or Equipment in transit), (b) change its jurisdiction of organization or make any change in the location of its chief executive office, principal place of business or the office where its records pertaining to its Accounts and General Intangibles are kept, (c) add any new places of business or (d) make any change in its legal name or corporate structure.
CHANGES AFFECTING PERFECTION. No Credit Party will change its name or the location of any of its assets, head office or chief executive office except, in the case of inventory or equipment if it is moved in the ordinary course of the DAVIDsTEA Business or pursuant to a transfer to another Credit Party and the Credit Parties have complied with their obligations to continuously maintain the Security in accordance with Section 7.1.
CHANGES AFFECTING PERFECTION. The Company shall not, without giving the Bank thirty (30) days prior notice thereof: (a) make any change in any location where Company's Equipment or material amounts of Company's Inventory is maintained or locate any of the Company's Equipment or material amounts of the Company's Inventory at any new locations, (b) make any change in the location of its chief executive office, principal place of business or the office where Company's records pertaining to its Accounts and General Intangibles are kept, (c) add any new places of business or close any of its existing places of business, (d) make any change in Company's name or adopt any trade names, assumed names or fictitious names or otherwise add any name under which the Company does business, or (e) make any other change (other than sales of Inventory in the ordinary course of business) which might affect the perfection or priority of the Bank's Lien in the Collateral.
CHANGES AFFECTING PERFECTION. 39 4.5 PROTECTION OF COLLATERAL; REIMBURSEMENT.............................................................40 4.6 FIELD EXAMINATION AND COLLATERAL AUDIT; INSPECTION; VERIFICATION; APPRAISALS........................40 4.7 REPORTING REGARDING ACCOUNTS AND SCHEDULES OF ACCOUNTS..............................................41 4.8
CHANGES AFFECTING PERFECTION. No Pledging Borrower and no US Subsidiary shall make any change in the location of the Collateral or locate any of such Collateral at any new locations unless such new location is (i) a warehouse, bailee or consignee of the Pledging Borrower or a US Subsidiary, (ii) is located outside of the United States, (iii) a location at which such Collateral will be located for less than four (4) months or (iv) a location with respect to which the Pledging Borrower has given the Administrative Agent notice of such new location within thirty (30) days after such change of location. No Pledging Borrower and no US Subsidiary shall, without giving the Administrative Agent thirty (30) days prior notice thereof: (a) make any change in the place of incorporation, the location of its chief executive office, principal place of business, (b) make any change in its name or adopt any trade names, assumed names or fictitious names or otherwise add any name under which such Pledging Borrower or US Subsidiary does business or (c) make any other change out of the ordinary course of business which might affect the perfection or priority of the Administrative Agent's Lien in the Collateral located at the Collateral Locations.
CHANGES AFFECTING PERFECTION. No Borrower shall nor shall it permit any Domestic Subsidiary thereof to, without giving the Administrative Agent at least ten (10) days prior notice thereof: (a) make any change in any location where Inventory of such Borrower or any of its Domestic Subsidiaries valued at more than Five Hundred Thousand Dollars ($500,000) is maintained, or locate any of such Inventory or at any new locations (other than in connection with sales of Inventory in the ordinary course of business or Inventory in transit), (b) change its state of incorporation or make any change in the location of its chief executive office, principal place of business or the office where its records pertaining to its Accounts and General Intangibles are kept, (c) add any new places of business and (d) make any change in its name or corporate structure.
CHANGES AFFECTING PERFECTION. Neither the Borrower nor any Subsidiary Guarantor shall, without giving the Agent at least twenty (20) days prior notice thereof: (a) make any change in any location where Equipment of the Borrower or such Subsidiary Guarantor is maintained, or locate any of such Equipment at any new locations, (b) change its state of incorporation, or (c) make any change in its name or type of entity (i.e., corporation, limited liability company, limited partnership, etc.).
CHANGES AFFECTING PERFECTION. The Borrower shall not, and shall not permit any of its Subsidiary Guarantors to, without giving the Agent thirty (30) days prior notice thereof: (a) make any change in any location where Borrower's or such Subsidiary Guarantor's Inventory is maintained, or locate any of Borrower's or such Subsidiary Guarantor's Inventory at any new locations (other than in connection with sales of Inventory in the ordinary course of business), (b) make any change in the location of its chief executive office, principal place of business or the office where the Borrower's or such Subsidiary Guarantor's records pertaining to its Accounts are kept, (c) add any new places of business or close any of its existing places of business, (d) make any change in its name or corporate structure, adopt new trade names, assumed names or fictitious names or otherwise add any name under which it does business, (e) make any other change (other than sales of Inventory in the ordinary course of business) which might affect the perfection or priority of the Agent's Lien in the Collateral. Neither the Borrower nor any of the Subsidiary Guarantors shall maintain Inventory at any consignee in an amount in excess of Fifty Thousand Dollars ($50,000) per location unless Borrower gives the Agent notice of the location and amount of such consigned Inventory for each location at which the Inventory exceeds Fifty Thousand Dollars ($50,000) within five (5) business days after the Inventory is moved, delivered or taken to such location.
CHANGES AFFECTING PERFECTION. No Credit Party will change its name or the location of any of its assets, head office or chief executive office except:
(i) any change in the location of inventory or equipment to the extent it is moved to a jurisdiction where the Agent has perfected Security in accordance with Section 9.4, or it is moved to any other jurisdiction in Canada or in the United States of America, or
(ii) any change to the head office or chief executive office of any Credit Party, so long as it remains in Canada or in the United States of America, as applicable, provided that (x) a written notice is provided to the Agent at least [REDACTED: TIME PERIOD] prior to such change, and (y) the Credit Parties have complied with their obligations to continuously maintain and perfect the Security in accordance with Section 9.4.
CHANGES AFFECTING PERFECTION. No Domestic Pledging Borrower shall, without giving the Administrative Agent at least twenty (20) days prior written notice thereof: (a) make any change in any location within the domestic United States where Inventory or Equipment of such Borrower is maintained (other than a change in location which relocates such Collateral to a location previously disclosed in the Supplemental Schedule), or locate any of such Inventory or Equipment at any new locations (other than in connection with (i) Inventory relocated without such conveyance of ownership to locations of Foreign Borrowers or Foreign Subsidiaries in connection to processing of such Inventory thereby to the extent permitted by proviso (X)(V) of Section 7.3(a)(xii) hereof, or (ii) Inventory or Equipment used in connection with a Sales Office relocated pursuant to the addition, closure or relocation of such Sales Office) provided that this limitation on changes in location of Inventory and Equipment is not applicable to changes in the location of (A) Inventory sold in the ordinary course of its business, (B) Equipment the ownership of which is conveyed to the extent permitted by Section 7.3(a)(ii), 7.3(a)(xi) or 7.3(a)(xii)(D) hereof or proviso (X)(I), (X)(III) and (X)(IV) of Section 7.3(a)(xii) hereof or (C) Inventory the ownership of which is conveyed to Foreign Borrowers or Foreign Subsidiaries in connection with the processing of such Inventory thereby to the extent permitted by Section 7.3(a)(xii)(C) hereof, (b) make any change in the location of its chief executive office, principal place of business or the office where its records pertaining to its Accounts and General Intangibles are kept, (c) add any new places of business or close of any of its existing places of business (except that no notice hereunder shall be required with respect to the addition, relocation or closure of any Sales Office), (d) make any change in its name or corporate structure, adopt new trade names, assumed names or fictitious names or otherwise add any name under which it does business, or (e) make any other change (excluding from the calculation of the limitation provided in this clause (e), the creation or suffering to exist of Liens permitted by Section 7.3(d) hereof), and changes in location without notification required by clause (a) hereof shall not be a violation of this Section unless, such other changes and changes in location without notice would reasonably be expected to affect the perfection or priority of t...