Common use of Chief Executive Office; Change of Name; Jurisdiction of Organization Clause in Contracts

Chief Executive Office; Change of Name; Jurisdiction of Organization. (a) The exact legal name, type of organization, jurisdiction of organization, federal taxpayer identification number, organizational identification number (if any) and chief executive office of such Grantor is indicated next to its name in Sections I.A. and I.B. of the Perfection Certificate. Such Grantor agrees (A) to provide such notice with respect to any change to any of the foregoing as provided in the Credit Agreement and (B) to take all action reasonably requested by the Agent to maintain the perfection and priority of the security interest of the Agent for the benefit of the Credit Parties in the Collateral intended to be granted hereunder. Each Grantor agrees to promptly provide the Agent with certified Organization Documents reflecting any of the changes described in the preceding sentence. (b) The Agent may rely on opinions of counsel as to whether any or all UCC financing statements of the Grantors need to be amended as a result of any of the changes described in SECTION 5.3(a). If any Grantor fails to provide information to the Agent about such changes on a timely basis, the Agent shall not be liable or responsible to any party for any failure to maintain a perfected security interest in such Grantor’s property, for which the Agent needed to have information relating to such changes. The Agent shall have no duty to inquire about such changes if any Grantor does not inform the Agent of such changes, the parties acknowledging and agreeing that it would not be feasible or practical for the Agent to search for information on such changes if such information is not provided by any Grantor.

Appears in 2 contracts

Samples: Guaranty and Security Agreement, Guaranty and Security Agreement (Sears Hometown & Outlet Stores, Inc.)

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Chief Executive Office; Change of Name; Jurisdiction of Organization. (a) The As of the date hereof, the exact legal name, type of organization, jurisdiction of organization, federal taxpayer identification number, organizational identification number or equivalent (if any) and chief executive office of such Grantor is indicated next to its name in Sections I.A. and I.B. of Section 1 to the Perfection Certificate. Such Except to the extent permitted under the Credit Agreement, such Grantor agrees will not, without three (A3) Business Days prior written notice to provide the Agent (or such notice shorter period as the Agent may agree in its sole discretion) (together with copies of the Organization Documents (including certified copies with respect to any the certificate or articles of incorporation) and an amended or supplemented Section 1 to the Perfection Certificate) change to any of the foregoing as provided in the Credit Agreement and (B) to take all action reasonably requested by the Agent to maintain the perfection and priority type of the security interest of the Agent for the benefit of the Credit Parties in the Collateral intended to be granted hereunder. Each Grantor agrees to promptly provide the Agent with certified Organization Documents reflecting any of the changes described information in the preceding sentence. (b) The Agent may rely on opinions of counsel as to whether any or all UCC financing statements of the Grantors need to be amended as a result of any of the changes described in SECTION 5.3(aSection 6.13 of the Credit Agreement (provided that the Grantors shall be under no obligation to deliver any such opinions). If any Grantor fails to provide information to the Agent about such changes on a timely basis, the Agent shall not be liable or responsible to any party for any failure to maintain a perfected security interest in such Grantor’s propertyproperty constituting Collateral, for which the Agent needed to have information relating to such changes. The Agent shall have no duty to inquire about such changes if any Grantor does not inform the Agent of such changes, the parties acknowledging and agreeing that it would not be feasible or practical for the Agent to search for information on such changes if such information is not provided by any Grantor.

Appears in 1 contract

Samples: Guaranty and Security Agreement (Lands' End, Inc.)

Chief Executive Office; Change of Name; Jurisdiction of Organization. (a) The As of the date hereof, the exact legal name, type of organization, jurisdiction of organization, federal taxpayer identification numbernumber (if any), organizational identification number or equivalent (if any) and chief executive office of such Grantor is indicated next to its name in Sections I.A. and I.B. of Section 1 to the Perfection Certificate. Such Except to the extent permitted under the Credit Agreement, such Grantor agrees will not, without seven (A7) Business Days prior written notice to provide the Agent (or such notice shorter or longer period as the Agent may agree in its sole discretion) (together with copies of the Organization Documents (including certified copies with respect to any the certificate or articles of KE 81221769.9 US-DOCS\127475406.10 incorporation) and an amended or supplemented Section 1 to the Perfection Certificate) change to any of the foregoing as provided in the Credit Agreement and (B) to take all action reasonably requested by the Agent to maintain the perfection and priority type of the security interest of the Agent for the benefit of the Credit Parties in the Collateral intended to be granted hereunder. Each Grantor agrees to promptly provide the Agent with certified Organization Documents reflecting any of the changes described information in the preceding sentence. (ba) The Agent may rely on opinions of counsel as to whether any or all UCC financing statements of the Grantors need to be amended as a result of any of the changes described in SECTION 5.3(aSection 6.13 of the Credit Agreement (provided that the Grantors shall be under no obligation to deliver any such opinions). If any Grantor fails to provide information to the Agent about such changes on a timely basis, the Agent shall not be liable or responsible to any party for any failure to maintain a perfected security interest in such Grantor’s propertyproperty constituting Collateral, for which the Agent needed to have information relating to such changes. The Agent shall have no duty to inquire about such changes if any Grantor does not inform the Agent of such changes, the parties acknowledging and agreeing that it would not be feasible or practical for the Agent to search for information on such changes if such information is not provided by any Grantor.

Appears in 1 contract

Samples: Guaranty and Security Agreement (Galaxy Gaming, Inc.)

Chief Executive Office; Change of Name; Jurisdiction of Organization. (a) The exact legal name, type of organization, jurisdiction of organization, federal taxpayer identification number, organizational identification number (if any) and chief executive office of such Grantor is indicated next to its name in Sections I.A. and I.B. of the Perfection Certificate. Such Grantor agrees (A) shall furnish to provide such the Agent prior written notice with respect to of any change to in (i) its corporate name, (ii) its “location” (as determined by Section 9-307 (or any applicable equivalents thereof) of the foregoing as provided UCC), (iii) its identity or type of organization or corporate structure, (iv) its federal taxpayer identification number or organizational identification number or (v) its jurisdiction of organization (in the Credit Agreement and (B) each case, including, without limitation, by merging with or into any other entity, reorganizing, dissolving, liquidating, reincorporating or incorporating in any other jurisdiction). Such Grantor agrees to take all action reasonably requested by satisfactory to the Agent to maintain the perfection and priority of the security interest of the Agent for the benefit of the Credit Parties in the Collateral intended to be granted hereunder. Each To the extent reasonably requested by the Agent, each Grantor agrees to promptly provide the Agent with certified Organization Documents reflecting any of the changes described in the preceding sentence. (b) The Agent may rely on opinions of counsel as to whether any or all UCC financing statements of the Grantors need to be amended as a result of any of the changes described in SECTION 5.3(a)4.3. If any Grantor fails to provide information to the Agent about such changes on a timely basisas provided in SECTION 4.3(a) above, the Agent shall not be liable or responsible to any party for any failure to maintain a perfected security interest in such Grantor’s propertyproperty constituting Collateral, for which the Agent needed to have information relating to such changes. The Agent shall have no duty to inquire about such changes if any Grantor does not inform the Agent of such changes, the parties acknowledging and agreeing that it would not be feasible or practical for the Agent to search for information on such changes if such information is not provided by any Grantor.

Appears in 1 contract

Samples: Term Loan Security Agreement (FDO Holdings, Inc.)

Chief Executive Office; Change of Name; Jurisdiction of Organization. (a) The exact legal name, type of organization, jurisdiction of organization, federal taxpayer identification number, organizational identification number (if any) and chief executive office of such Grantor is indicated next to its name in Sections I.A. and I.B. of the Perfection Certificate. Such Grantor agrees (A) to provide such notice with respect to any change to any of the foregoing as provided in the Credit Agreement and (B) to take all action reasonably requested by the Agent to maintain the perfection and priority of the security interest of the Agent for the benefit of the Credit Parties in the Collateral intended to be granted hereunder. Each Grantor agrees to promptly provide the Agent with certified Organization Documents reflecting any of the changes described in the preceding sentence. (ba) The Agent may rely on opinions of counsel as to whether any or all UCC financing statements of the Grantors need to be amended as a result of any of the changes described in SECTION 5.3(a). If any Grantor fails to provide information to the Agent about such changes on a timely basis, the Agent shall not be liable or responsible to any party for any failure to maintain a perfected security interest in such Grantor’s property, for which the Agent needed to have information relating to such changes. The Agent shall have no duty to inquire about such changes if any Grantor does not inform the Agent of such changes, the parties acknowledging and agreeing that it would not be feasible or practical for the Agent to search for information on such changes if such information is not provided by any Grantor.

Appears in 1 contract

Samples: Guaranty and Security Agreement (Sears Hometown & Outlet Stores, Inc.)

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Chief Executive Office; Change of Name; Jurisdiction of Organization. (a) The exact legal name, type of organization, jurisdiction of organization, federal taxpayer identification number, organizational identification number (if any) and chief executive office of such Grantor is indicated next to its name in Sections I.A. and I.B. of the Perfection Certificate. Such Grantor agrees (A) to provide such notice with respect to any change to any of the foregoing as provided in the Credit Agreement and (B) to take all action reasonably requested by the Agent to maintain the perfection and priority of the security interest of the Agent for the benefit of the Credit Parties in the Collateral intended to be granted hereunder. Each Grantor agrees to promptly provide the Agent with certified Organization Documents reflecting any of the changes described in the preceding sentence. (b) The Agent may rely on opinions of counsel as to whether any or all UCC financing statements of the Grantors need to be amended as a result of any of the changes described in SECTION 5.3(a). If any Grantor fails to provide information to the Agent about such changes on a timely basis, the Agent shall not be liable or responsible to any party for any failure to maintain a perfected security interest in such Grantor’s propertyproperty constituting Collateral, for which the Agent needed to have information relating to such changes. The Agent shall have no duty to inquire about such changes if any Grantor does not inform the Agent of such changes, the parties acknowledging and agreeing that it would not be feasible or practical for the Agent to search for information on such changes if such information is not provided by any Grantor.

Appears in 1 contract

Samples: Guaranty and Security Agreement (Sears Hometown & Outlet Stores, Inc.)

Chief Executive Office; Change of Name; Jurisdiction of Organization. (a) The As of the date hereof, the exact legal name, type of organization, jurisdiction of organization, federal taxpayer identification number, organizational identification number or equivalent (if any) and chief executive office of such Grantor is indicated next to its name in Sections I.A. and I.B. of Section 1 to the Perfection Certificate. Such Except to the extent permitted under the Credit Agreement, such Grantor agrees will not, without seven (A7) Business Days prior written notice to provide the Agent (or such notice shorter or longer period as the Agent may agree in its sole discretion) (together with copies of the Organization Documents (including certified copies with respect to any the certificate or articles of incorporation) and an amended or supplemented Section 1 to the Perfection Certificate) change to any of the foregoing as provided in the Credit Agreement and (B) to take all action reasonably requested by the Agent to maintain the perfection and priority type of the security interest of the Agent for the benefit of the Credit Parties in the Collateral intended to be granted hereunder. Each Grantor agrees to promptly provide the Agent with certified Organization Documents reflecting any of the changes described information in the preceding sentence. (b) The Agent may rely on opinions of counsel as to whether any or all UCC financing statements of the Grantors need to be amended as a result of any of the changes described in SECTION 5.3(aSection 6.13 of the Credit Agreement (provided that the Grantors shall be under no obligation to deliver any such opinions). If any Grantor fails to provide information to the Agent about such changes on a timely basis, the Agent shall not be liable or responsible to any party for any failure to maintain a perfected security interest in such Grantor’s propertyproperty constituting Collateral, for which the Agent needed to have information relating to such changes. The Agent shall have no duty to inquire about such changes if any Grantor does not inform the Agent of such changes, the parties acknowledging and agreeing that it would not be feasible or practical for the Agent to search for information on such changes if such information is not provided by any Grantor.

Appears in 1 contract

Samples: Guaranty and Security Agreement (Lands' End, Inc.)

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