Collateral. 8.1. This Section shall be applicable if the Collateral is expressly indicated among other information about the Claim in the Portal. 8.2. The Loan Originator along with the Claim shall not transfer to the Assignee all rights related thereto and existing at the moment of the assignment arising from the Collateral. The Assignee understands that by assignment of the Claim security interest incorporated in the Collateral is not re-registered in favour of the Assignee and remains registered in favour of the Loan Originator. 8.3. The Loan Originator handles all matters related to Collateral, including the registration, amending and cancellation of mortgages and commercial pledges, including submits and receives all necessary documents in the respective pledge registers. 8.4. The Assignee understands and agrees that the Loan Originator during the validity term of the Agreement without a prior coordination with the Assignee may make any amendments or sign any additional agreements to the Collateral documentation. The Assignee shall recognize such amendments to Collateral documents or additional agreements as binding and not make any complaints in this regard. The Loan Originator undertakes by making amendments or signing additional agreements to the Collateral documents to act in the interests of the Assignee with due care. 8.5. The Loan Originator shall keep all Collateral documentation and originals of the documents related to the registration of the pledge, including the land register certificate and the deed of commercial pledge registration. The Assignee understands and is informed that the Loan Originator has an obligation to ensure the confidentiality of the Borrowers’ personal data, therefore the Loan Originator shall not issue the documents related to the registration of pledge or their derivatives to the Assignee. 8.6. The Loan Originator by fulfilling the task provided by the Assignee pursuant to the Agreement has the right to sell the Collateral or a part thereof pursuant to the Collateral documentation. 8.7. The Assignee has an obligation immediately, but not later than within 5 (five) Business Days from the receipt of Mintos or the Loan Originator’s request to provide Mintos or the Loan Originator with all necessary authority, consents and permits for Mintos or the Loan Originator to be able to execute the rights and obligations specified in the Agreement. 8.8. The Assignee understands and is informed that Mintos and the Loan Originator are not obliged to disclose to the Assignee the information and/or documents related to the enforcement of the Collateral (if any) and/or other debt collection proceedings against the Borrower. The Assignee shall not make any complaints against Mintos, the Loan Originator and the Borrower in this regard.
Appears in 4 contracts
Sources: Assignment Agreement, Assignment Agreement, Assignment Agreement
Collateral. 8.1. This Section shall be applicable if Borrower has good title to, has rights in, and the power to transfer each item of the Collateral is expressly indicated among upon which it purports to ▇▇▇▇▇ ▇ ▇▇▇▇ hereunder, free and clear of any and all Liens except Permitted Liens. Borrower has no deposit accounts other information about than the Claim deposit accounts with Bank, the deposit accounts, if any described in the Portal.
8.2Perfection Certificate delivered to Bank in connection herewith, or of which Borrower has given Bank notice and taken such actions as are necessary to give Bank a perfected security interest therein. The Loan Originator along with the Claim shall not transfer to the Assignee all rights related thereto and Accounts are bona fide, existing at the moment obligations of the assignment arising from the CollateralAccount Debtors. The Assignee understands that by assignment of the Claim security interest incorporated in the Collateral is not re-registered in favour the possession of any third party bailee (such as a warehouse) except as otherwise provided in the Perfection Certificate. None of the Assignee and remains registered in favour of the Loan Originator.
8.3. The Loan Originator handles all matters related to Collateral, including the registration, amending and cancellation of mortgages and commercial pledges, including submits and receives all necessary documents in the respective pledge registers.
8.4. The Assignee understands and agrees that the Loan Originator during the validity term of the Agreement without a prior coordination with the Assignee may make any amendments or sign any additional agreements to the Collateral documentation. The Assignee shall recognize such amendments to Collateral documents or additional agreements as binding and not make any complaints in this regard. The Loan Originator undertakes by making amendments or signing additional agreements to the Collateral documents to act in the interests of the Assignee with due care.
8.5. The Loan Originator shall keep all Collateral documentation and originals of the documents related to the registration of the pledge, including the land register certificate and the deed of commercial pledge registration. The Assignee understands and is informed that the Loan Originator has an obligation to ensure the confidentiality of the Borrowers’ personal data, therefore the Loan Originator shall not issue the documents related to the registration of pledge or their derivatives to the Assignee.
8.6. The Loan Originator by fulfilling the task provided by the Assignee pursuant to the Agreement has the right to sell the Collateral or a part thereof pursuant to the Collateral documentation.
8.7. The Assignee has an obligation immediately, but not later than within 5 (five) Business Days from the receipt of Mintos or the Loan Originator’s request to provide Mintos or the Loan Originator with all necessary authority, consents and permits for Mintos or the Loan Originator to be able to execute the rights and obligations specified in the Agreement.
8.8. The Assignee understands and is informed that Mintos and the Loan Originator are not obliged to disclose to the Assignee the information and/or documents related to the enforcement components of the Collateral (if any) and/or shall be maintained at locations other debt collection proceedings against than as provided in the Perfection Certificate or as permitted pursuant to Section 7.2. In the event that Borrower, after the date hereof, intends to store or otherwise deliver any portion of the Collateral with an aggregate value in excess of $50,000 to a bailee, and such bailee and Bank are not already parties to a bailee agreement covering both the Collateral and the location where the Collateral will be stored, then Borrower will first receive the written consent of Bank and such bailee must execute and deliver a bailee agreement in form and substance satisfactory to Bank in its sole discretion. The Assignee provisions of this paragraph shall not make apply to Demonstration Systems delivered to Borrower’s customers or prospective customers in the ordinary course of business. All Inventory is in all material respects of good and marketable quality, free from material defects. Borrower is the sole owner of the Intellectual Property which it owns or purports to own except for (a) non-exclusive licenses granted to its customers in the ordinary course of business, (b) over-the-counter software that is commercially available to the public, and (c) material Intellectual Property licensed to Borrower and noted on the Perfection Certificate. Each Patent which it owns or purports to own and which is material to Borrower’s business, taken as a whole, is valid and enforceable, and no part of the Intellectual Property which Borrower owns or purports to own and which is material to Borrower’s business, taken as a whole, has been judged invalid or unenforceable, in whole or in part. To the best of Borrower’s knowledge, no claim has been made that any complaints against Mintospart of the Intellectual Property violates the rights of any third party except to the extent such claim would not have a material adverse effect on Borrower’s business, taken as a whole. Except as noted on the Loan Originator and the Perfection Certificate, Borrower in this regardis not a party to, nor is it bound by, any Restricted License.
Appears in 4 contracts
Sources: Subordinated Loan and Security Agreement (Mavenir Systems Inc), Senior Loan and Security Agreement (Mavenir Systems Inc), Subordinated Loan and Security Agreement (Mavenir Systems Inc)
Collateral. 8.1Each Borrower has good title to the Collateral, free of Liens except Permitted Liens. This Section As of the Effective Date, each Borrower has no deposit account other than (a) the deposit accounts with Union Bank of California specified in the Union Bank Control Agreement, (b) the deposit accounts described in the Perfection Certificate delivered to Bank in connection herewith and (c) other deposit accounts located in the United States so long as the aggregate cash balances contained therein do not exceed $25,000 per account or $100,000 in the aggregate with respect to all such accounts. The Collateral is not in the possession of any third party bailee (such as a warehouse). Except as hereafter disclosed to Bank in writing by Borrowers, none of the components of the Collateral shall be applicable if maintained at locations other than as provided in the Perfection Certificate. In the event that any Borrower, after the date hereof, intends to store or otherwise deliver any material portion of the Collateral to a bailee, then such Borrower will first receive the written consent of Bank and such bailee must acknowledge in writing that the bailee is expressly indicated among other information about holding such Collateral for the Claim benefit of Bank. All Inventory is in all material respects of good and marketable quality, free from material defects. Each Borrower is the sole owner of its Intellectual Property, except for non-exclusive licenses granted to its customers in the Portal.
8.2ordinary course of business. The Loan Originator along with Each Patent is valid and enforceable and no part of the Claim shall not transfer Intellectual Property has been judged invalid or unenforceable, in whole or in part, and to the Assignee all rights related thereto and existing at the moment best of each Borrower’s knowledge, no claim has been made that any part of the assignment arising Intellectual Property violates the rights of any third party. Except as noted on the Perfection Certificate, no Borrower is a party to, nor is bound by, any material license or other agreement with respect to which such Borrower is the licensee that prohibits or otherwise restricts such Borrower from granting a security interest in such Borrower’s interest in such license or agreement or any other property. Each Borrower shall provide written notice to Bank within ten (10) days of entering or becoming bound by any such license or agreement which is reasonably likely to have a material impact on such Borrower’s business or financial condition (other than over-the-counter software that is commercially available to the public). Each Borrower shall take such steps as Bank requests to obtain the consent of, or waiver by, any person whose consent or waiver is necessary for all such licenses or contract rights to be deemed “Collateral. The Assignee understands ” and for Bank to have a security interest in it that might otherwise be restricted or prohibited by law or by the terms of any such license or agreement (such consent or authorization may include a licensor’s agreement to a contingent assignment of the Claim security interest incorporated license to Bank if Bank determines that is necessary in its good faith judgment), whether now existing or entered into in the Collateral is not re-registered in favour of the Assignee and remains registered in favour of the Loan Originatorfuture.
8.3. The Loan Originator handles all matters related to Collateral, including the registration, amending and cancellation of mortgages and commercial pledges, including submits and receives all necessary documents in the respective pledge registers.
8.4. The Assignee understands and agrees that the Loan Originator during the validity term of the Agreement without a prior coordination with the Assignee may make any amendments or sign any additional agreements to the Collateral documentation. The Assignee shall recognize such amendments to Collateral documents or additional agreements as binding and not make any complaints in this regard. The Loan Originator undertakes by making amendments or signing additional agreements to the Collateral documents to act in the interests of the Assignee with due care.
8.5. The Loan Originator shall keep all Collateral documentation and originals of the documents related to the registration of the pledge, including the land register certificate and the deed of commercial pledge registration. The Assignee understands and is informed that the Loan Originator has an obligation to ensure the confidentiality of the Borrowers’ personal data, therefore the Loan Originator shall not issue the documents related to the registration of pledge or their derivatives to the Assignee.
8.6. The Loan Originator by fulfilling the task provided by the Assignee pursuant to the Agreement has the right to sell the Collateral or a part thereof pursuant to the Collateral documentation.
8.7. The Assignee has an obligation immediately, but not later than within 5 (five) Business Days from the receipt of Mintos or the Loan Originator’s request to provide Mintos or the Loan Originator with all necessary authority, consents and permits for Mintos or the Loan Originator to be able to execute the rights and obligations specified in the Agreement.
8.8. The Assignee understands and is informed that Mintos and the Loan Originator are not obliged to disclose to the Assignee the information and/or documents related to the enforcement of the Collateral (if any) and/or other debt collection proceedings against the Borrower. The Assignee shall not make any complaints against Mintos, the Loan Originator and the Borrower in this regard.
Appears in 3 contracts
Sources: Loan and Security Agreement (Ultra Clean Holdings Inc), Loan and Security Agreement (Ultra Clean Holdings Inc), Loan and Security Agreement (Ultra Clean Holdings Inc)
Collateral. 8.1(a) Borrower has good title to the Collateral, free of Liens except Permitted Liens. This Section shall be applicable if Borrower has no deposit account other than the Collateral is expressly indicated among other information about the Claim deposit accounts with Bank and deposit accounts described in the PortalPerfection Certificate delivered to Bank in connection herewith or as disclosed to Bank pursuant to Section 6.8(b), other than deposit accounts not required to be disclosed pursuant to Section 6.8(b). The Accounts are bona fide, existing obligations of the Account Debtors.
8.2. (b) The Loan Originator along with the Claim shall not transfer to the Assignee all rights related thereto and existing at the moment of the assignment arising from the Collateral. The Assignee understands that by assignment of the Claim security interest incorporated in the Collateral is not re-registered in favour the possession of any third party bailee (such as a warehouse), except for Permitted Locations. None of the Assignee and remains registered in favour components of the Loan Originator.
8.3Collateral with an aggregate value in excess of $500,000 shall be maintained at locations other than Permitted Locations or as permitted pursuant to Section 7.2. The Loan Originator handles all matters related In the event that Borrower, after the date hereof, intends to Collateral, including the registration, amending and cancellation of mortgages and commercial pledges, including submits and receives all necessary documents in the respective pledge registers.
8.4. The Assignee understands and agrees that the Loan Originator during the validity term store or otherwise deliver any portion of the Agreement without Collateral with an aggregate value in excess of $500,000 to any one or more bailees, then Borrower shall, promptly upon Bank’s request therefor, use commercially reasonable efforts to deliver to Bank a prior coordination bailee agreement (in form and substance satisfactory to Bank in its good faith business judgment) duly executed by such bailee. In the event that Bank requests such a bailee agreement and Borrower uses such efforts but does not succeed in delivering such a bailee agreement, Bank may (in its good faith business judgment) maintain a Reserve with the Assignee may make any amendments or sign any additional agreements respect to the Collateral documentationlocated with such bailee.
(c) With respect to any leased premises of Borrower at which Collateral with an aggregate value of more than $500,000 is located, Borrower shall, promptly upon Bank’s request therefor, use commercially reasonable efforts to deliver to Bank a landlord agreement (in form and substance satisfactory to Bank in its good faith business judgment) duly executed by the lessor of such leased premises. The Assignee Without limiting the generality of the foregoing, Borrower shall recognize use such amendments efforts to Collateral documents obtain from the applicable landlord, no later than 60 days following the Effective Date, landlord agreements (in form and substance satisfactory to Bank) duly executed by such landlords in favor of Bank in respect of the following leased locations of Borrower: (1) ▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇; (2) ▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇ ▇. (▇ ▇▇▇▇▇▇▇▇), ▇▇▇▇▇, ▇▇ ▇▇▇▇▇; and (3) ▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇ ▇., ▇▇▇▇▇ ▇▇▇ (▇ ▇▇▇▇▇▇▇▇), ▇▇▇▇▇, ▇▇ ▇▇▇▇▇. In the event that Bank requests such a landlord agreement and Borrower uses such efforts but does not succeed in delivering such a landlord agreement, Bank may (in its good faith business judgment) maintain a Reserve with respect to such leased premises.
(d) All Inventory is in all material respects of good and marketable quality, free from material defects, except for Inventory for which adequate reserves are maintained in accordance with GAAP.
(e) Borrower is the sole owner of its intellectual property, except for (i) non-exclusive licenses granted by Borrower as licensor to third-parties, and (ii) such intellectual property as is licensed by Borrower as a licensee. Each patent owned by Borrower that is material to Borrower’s business is valid and enforceable, and, to Borrower’s knowledge, no part of the intellectual property that is material to Borrower’s business has been judged invalid or additional agreements as binding unenforceable, in whole or in part, and not make to Borrower’s knowledge, no claim has been made that any complaints part of the intellectual property that is material to Borrower’s business violates, in this regard. The Loan Originator undertakes by making amendments or signing additional agreements any material respect, the rights of any third party, except to the Collateral documents extent such claim could not reasonably be expected to act result in a Material Adverse Change.
(f) Except as noted on the interests Perfection Certificate (or as disclosed to Bank in written updates of the Assignee Perfection Certificate with due care.
8.5. The Loan Originator shall keep all Collateral documentation and originals of the documents related respect to the registration of following), Borrower is not a party to, nor is bound by, any material license or other agreement with respect to which Borrower is the pledge, including the land register certificate and the deed of commercial pledge registration. The Assignee understands and is informed that the Loan Originator has an obligation to ensure the confidentiality of the Borrowers’ personal data, therefore the Loan Originator shall not issue the documents related licensee (other than over-the-counter or shrink-wrap software licenses generally available to the registration public) relating to any material product lines of pledge Borrower or their derivatives Guarantor (i) that prohibits or otherwise restricts Borrower from granting a security interest in Borrower’s interest in such license or agreement or any other property (to the Assignee.
8.6. The Loan Originator by fulfilling the task provided by the Assignee pursuant to the Agreement has the extent such prohibition is enforceable), or (ii) for which a default under or termination of could interfere in any material respect with Bank’s right to sell the Collateral any Collateral. Borrower shall provide written notice to Bank within thirty (30) days of entering or becoming bound by any such license or agreement which is reasonably likely to have a part thereof pursuant material impact on Borrower’s business or financial condition (other than over-the-counter software that is commercially available to the Collateral documentation.
8.7public). The Assignee has an obligation immediatelyUpon Bank’s request, but not later than within 5 Borrower shall use commercially reasonable efforts to promptly obtain the consent of, or waiver by, any person whose consent or waiver is necessary for (fivex) Business Days from the receipt of Mintos all such licenses or the Loan Originator’s request to provide Mintos or the Loan Originator with all necessary authority, consents and permits for Mintos or the Loan Originator agreements to be able deemed “Collateral” and for Bank to execute have a security interest in the same that is otherwise restricted or prohibited by law or by the terms of any such license or agreement, whether now existing or entered into in the future, and (y) Bank to have the ability in the event of a liquidation of any Collateral to dispose of such Collateral in accordance with Bank’s rights and obligations specified in the Agreement.
8.8. The Assignee understands and is informed that Mintos remedies under this Agreement and the other Loan Originator are not obliged to disclose to the Assignee the information and/or documents related to the enforcement Documents. If Borrower is unsuccessful in obtaining any such consent or waiver requested by Bank, then Borrower shall notify Bank in writing of the Collateral (if any) and/or other debt collection proceedings against the Borrower. The Assignee shall not make any complaints against Mintos, the Loan Originator and the Borrower in this regardsame.
Appears in 3 contracts
Sources: Loan and Security Agreement, Loan and Security Agreement (Zhone Technologies Inc), Loan and Security Agreement (Zhone Technologies Inc)
Collateral. 8.1. This Section shall be applicable if (a) Borrower has good title to, has rights in, and the power to transfer each item of the Collateral is expressly indicated among upon which it purports to ▇▇▇▇▇ ▇ ▇▇▇▇ under the Loan Documents, free and clear of any and all Liens except Permitted Liens, and Borrower does not have any Deposit Accounts, Securities Accounts, Commodity Accounts or other information about investment accounts other than the Claim Collateral Accounts or the other investment accounts, if any, described in the PortalPerfection Certificate delivered to Collateral Agent in connection herewith with respect of which Borrower has given Collateral Agent notice and taken such actions as are necessary to give Collateral Agent a perfected security interest therein. The Accounts are bona fide, existing obligations of the Account Debtors.
8.2. The Loan Originator along with (b) On the Claim shall not transfer to the Assignee all rights related thereto and existing at the moment of the assignment arising from the Collateral. The Assignee understands that by assignment of the Claim security interest incorporated in Effective Date, the Collateral is not re-registered in favour the possession of any third party bailee (such as a warehouse) except as disclosed in the Perfection Certificate or as permitted pursuant to Section 7.2, and, as of the Assignee and remains registered in favour Effective Date, no such third party bailee possesses components of the Loan OriginatorCollateral in excess of Fifty Thousand Dollars ($50,000). None of the components of the Collateral shall be maintained at locations other than as disclosed in the Perfection Certificate on the Effective Date or as permitted pursuant to Section 7.2. In the event that Borrower, after the Effective Date, intends to store or otherwise deliver any portion of the Collateral to a bailee in excess of Fifty Thousand Dollars ($50,000), then Borrower will first receive the written consent of Collateral Agent and such bailee must execute and deliver a bailee agreement in form and substance reasonably satisfactory to Collateral Agent.
8.3. The Loan Originator handles (c) All Inventory is in all matters related material respects of good and marketable quality, free from material defects.
(d) Borrower is the sole owner of the Intellectual Property it purports to Collateralown, including the registration, amending and cancellation of mortgages and commercial pledges, including submits and receives all necessary documents except for (i) non-exclusive licenses granted to its customers in the respective pledge registers.
8.4. The Assignee understands ordinary course of business and agrees that licenses for the Loan Originator during the validity term use of the Agreement without Intellectual Property of Borrower or its Subsidiaries that are approved by Borrower’s Board of Directors and which could not result in a prior coordination with legal transfer of title of the Assignee licensed property but that may make any amendments or sign any additional agreements be exclusive in respects other than territory and that may be exclusive as to territory only as to discrete geographical areas outside of the United States, (ii) over-the-counter software that is commercially available to the Collateral documentationpublic, and (iii) material Intellectual Property licensed to Borrower and noted on the Perfection Certificate. The Assignee shall recognize such amendments to Collateral documents To the best of Borrower’s knowledge (i) each of Borrower’s patents is valid and enforceable and no part of Borrower’s Intellectual Property has been judged invalid or additional agreements as binding unenforceable, in whole or in part, and not make (ii) no claim has been made that any complaints in this regard. The Loan Originator undertakes part of the Intellectual Property or any practice by making amendments or signing additional agreements Borrower violates the rights of any third party except to the extent such claim could not reasonably be expected to have a material adverse effect on Borrower’s business. Except as noted on the Perfection Certificate, Borrower is not a party to, nor is bound by, any material license or other agreement with respect to which Borrower is the licensee that (i) prohibits or otherwise restricts Borrower from granting a security interest in Borrower’s interest in such license or agreement or any other property, or (ii) for which a default under or termination of which could interfere with Collateral documents to act in the interests of the Assignee with due care.
8.5. The Loan Originator shall keep all Collateral documentation and originals of the documents related to the registration of the pledge, including the land register certificate and the deed of commercial pledge registration. The Assignee understands and is informed that the Loan Originator has an obligation to ensure the confidentiality of the Borrowers’ personal data, therefore the Loan Originator shall not issue the documents related to the registration of pledge or their derivatives to the Assignee.
8.6. The Loan Originator by fulfilling the task provided by the Assignee pursuant to the Agreement has the Agent’s right to sell the any Collateral. Borrower shall provide written notice to Collateral Agent within ten (10) days of entering into or a part thereof pursuant becoming bound by any license or agreement (other than over-the-counter software that is commercially available to the public). Borrower shall take such commercially reasonable steps as Collateral documentation.
8.7. The Assignee has an obligation immediatelyAgent requests to obtain the consent of, but not later than within 5 or waiver by, any Person whose consent or waiver is necessary for (fivei) Business Days from the receipt of Mintos all licenses or the Loan Originator’s request to provide Mintos or the Loan Originator with all necessary authority, consents and permits for Mintos or the Loan Originator agreements to be able deemed “Collateral” and for Collateral Agent to execute have a security interest in it that might otherwise be restricted or prohibited by law or by the terms of any such license or agreement, whether now existing or entered into in the future, and (ii) Collateral Agent to have the ability in the event of a liquidation of any Collateral to dispose of such Collateral in accordance with Collateral Agent’s rights and obligations specified remedies under this Agreement and the other Loan Documents. Without limiting the foregoing, Borrower shall, within one hundred eighty (180) days of the Effective Date, take such commercially reasonable steps to obtain the consent of, or waiver by, the licensors under the licenses identified on Annex I (attached to Exhibit A hereto) for such licenses to be deemed “Collateral” and for Collateral Agent to have a security interest therein. For greater certainty, failure of Borrower to obtain the consent or waiver described in the Agreement.
8.8. The Assignee understands and is informed that Mintos and the Loan Originator are not obliged to disclose to the Assignee the information and/or documents related to the enforcement of the Collateral (if any) and/or other debt collection proceedings against the Borrower. The Assignee immediately preceding sentences, after taking such commercially reasonable steps, shall not make any complaints against Mintos, the Loan Originator and the Borrower in this regardconstitute an Event of Default.
Appears in 3 contracts
Sources: Loan and Security Agreement (Sophiris Bio Inc.), Loan and Security Agreement (Sophiris Bio Inc.), Loan and Security Agreement (Sophiris Bio Inc.)
Collateral. 8.1Borrower has good title to, has rights in, and the power to transfer each item of the Collateral upon which it purports to ▇▇▇▇▇ ▇ ▇▇▇▇ hereunder, free and clear of any and all Liens except Permitted Liens. This Section Borrower has no deposit accounts other than the deposit accounts with Agent, the deposit accounts, if any, described in the Perfection Certificate delivered to Agent and Lenders in connection herewith, or of which Borrower has given Agent notice and taken such actions as are necessary to give Lenders a perfected security interest therein. The Collateral is not in the possession of any third party bailee (such as a warehouse), except for Inventory in the United States, held by Extron, ▇▇▇▇▇ ▇▇▇▇ ▇▇., ▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇ (the “U.S. Fulfillment Center”), and Inventory outside the United States held by a foreign fulfillment center, which Borrower shall identify by written notice to Agent within 30 days after the date it is selected by Borrower (the “Non-U.S. Fulfillment Center”). Within 60 days after the date hereof, Borrower shall cause the U.S. Fulfillment Center and the Non-U.S. Fulfillment Center to execute and deliver a Bailee Agreement in the form previously provided by ▇▇▇▇ to Borrower. Except as hereafter disclosed to Agent in writing by Borrower, and other than Collateral which by its very nature is intended to be used at places other than the Borrowers place of business (such as manufacturing test equipment, laptop computers, marketing materials, cell phones, and the like), none of the components of the Collateral shall be applicable if maintained at locations other than as provided in the Perfection Certificate. In the event that Borrower, after the date hereof, intends to store or otherwise deliver any portion of the Collateral to a bailee, then Borrower will first receive the written consent of Agent and such bailee must acknowledge in writing that the bailee is expressly indicated among other information about holding such Collateral for the Claim benefit of Lenders, provided that such consent and acknowledgement shall not be required with respect to (i) Collateral having an aggregate value, for all locations in the Portal.
8.2United States, not exceeding the Threshold Amount, or (ii) Collateral having an aggregate value, for all locations outside the United States, not exceeding $500,000. The Loan Originator along with All Inventory is in all material respects of good and marketable quality, free from material defects. Borrower is the Claim shall not transfer sole owner of its Intellectual Property, except for non-exclusive licenses granted to its customers in the ordinary course of business, and except for licenses granted to the Assignee all rights related thereto Borrower by third parties. Each Patent is valid and existing at the moment enforceable and no part of the assignment arising Intellectual Property has been judged invalid or unenforceable, in whole or in part, and to the best of Borrower’s knowledge, no claim has been made that any part of the Intellectual Property violates the rights of any third party except to the extent such claim is not reasonably expected to cause a Material Adverse Change. Except as noted on the Perfection Certificate, Borrower is not a party to, nor is bound by, any license or other agreement with respect to which Borrower is licensee that prohibits or otherwise restricts Borrower from granting a security interest in Borrower’s interest in such license or agreement or any other property. Borrower shall provide written notice to Agent within thirty (30) days of entering or becoming bound by any such license or agreement which is reasonably likely to have a material impact on Borrower’s business or financial condition (other than over-the-counter software that is commercially available to the public). Borrower shall take such steps as Agent requests to obtain the consent of, or waiver by, any person whose consent or waiver is necessary for all such licenses or contract rights to be deemed “Collateral. The Assignee understands ” and for Agent and Lenders to have a security interest in it that might otherwise be restricted or prohibited by law or by the terms of any such license or agreement (such consent or authorization may include a licensor’s agreement to a contingent assignment of the Claim security interest incorporated license to Agent if Agent determines that is necessary in its good faith judgment), whether now existing or entered into in the Collateral is not re-registered in favour of the Assignee and remains registered in favour of the Loan Originatorfuture.
8.3. The Loan Originator handles all matters related to Collateral, including the registration, amending and cancellation of mortgages and commercial pledges, including submits and receives all necessary documents in the respective pledge registers.
8.4. The Assignee understands and agrees that the Loan Originator during the validity term of the Agreement without a prior coordination with the Assignee may make any amendments or sign any additional agreements to the Collateral documentation. The Assignee shall recognize such amendments to Collateral documents or additional agreements as binding and not make any complaints in this regard. The Loan Originator undertakes by making amendments or signing additional agreements to the Collateral documents to act in the interests of the Assignee with due care.
8.5. The Loan Originator shall keep all Collateral documentation and originals of the documents related to the registration of the pledge, including the land register certificate and the deed of commercial pledge registration. The Assignee understands and is informed that the Loan Originator has an obligation to ensure the confidentiality of the Borrowers’ personal data, therefore the Loan Originator shall not issue the documents related to the registration of pledge or their derivatives to the Assignee.
8.6. The Loan Originator by fulfilling the task provided by the Assignee pursuant to the Agreement has the right to sell the Collateral or a part thereof pursuant to the Collateral documentation.
8.7. The Assignee has an obligation immediately, but not later than within 5 (five) Business Days from the receipt of Mintos or the Loan Originator’s request to provide Mintos or the Loan Originator with all necessary authority, consents and permits for Mintos or the Loan Originator to be able to execute the rights and obligations specified in the Agreement.
8.8. The Assignee understands and is informed that Mintos and the Loan Originator are not obliged to disclose to the Assignee the information and/or documents related to the enforcement of the Collateral (if any) and/or other debt collection proceedings against the Borrower. The Assignee shall not make any complaints against Mintos, the Loan Originator and the Borrower in this regard.
Appears in 3 contracts
Sources: Term Loan and Security Agreement, Term Loan and Security Agreement (Meru Networks Inc), Term Loan and Security Agreement (Meru Networks Inc)
Collateral. 8.1. This Section shall be applicable if Borrower has good title to, has rights in, and the power to transfer each item of the Collateral is expressly indicated among upon which it purports to ▇▇▇▇▇ ▇ ▇▇▇▇ hereunder, free and clear of any and all Liens except Permitted Liens. Borrower has no deposit accounts other information about than the Claim deposit accounts with Bank, the deposit accounts, if any described in the Portal.
8.2Perfection Certificate delivered to Bank in connection herewith, or of which Borrower has given Bank notice and taken such actions as are necessary to give Bank a perfected security interest therein. The Loan Originator along with the Claim shall not transfer to the Assignee all rights related thereto and Accounts are bona fide, existing at the moment obligations of the assignment arising from the CollateralAccount Debtors. The Assignee understands that by assignment of the Claim security interest incorporated in the Collateral is not re-registered in favour the possession of any third party bailee (such as a warehouse) except as otherwise provided in the Perfection Certificate. None of the Assignee and remains registered in favour of the Loan Originator.
8.3. The Loan Originator handles all matters related to Collateral, including the registration, amending and cancellation of mortgages and commercial pledges, including submits and receives all necessary documents in the respective pledge registers.
8.4. The Assignee understands and agrees that the Loan Originator during the validity term of the Agreement without a prior coordination with the Assignee may make any amendments or sign any additional agreements to the Collateral documentation. The Assignee shall recognize such amendments to Collateral documents or additional agreements as binding and not make any complaints in this regard. The Loan Originator undertakes by making amendments or signing additional agreements to the Collateral documents to act in the interests of the Assignee with due care.
8.5. The Loan Originator shall keep all Collateral documentation and originals of the documents related to the registration of the pledge, including the land register certificate and the deed of commercial pledge registration. The Assignee understands and is informed that the Loan Originator has an obligation to ensure the confidentiality of the Borrowers’ personal data, therefore the Loan Originator shall not issue the documents related to the registration of pledge or their derivatives to the Assignee.
8.6. The Loan Originator by fulfilling the task provided by the Assignee pursuant to the Agreement has the right to sell the Collateral or a part thereof pursuant to the Collateral documentation.
8.7. The Assignee has an obligation immediately, but not later than within 5 (five) Business Days from the receipt of Mintos or the Loan Originator’s request to provide Mintos or the Loan Originator with all necessary authority, consents and permits for Mintos or the Loan Originator to be able to execute the rights and obligations specified in the Agreement.
8.8. The Assignee understands and is informed that Mintos and the Loan Originator are not obliged to disclose to the Assignee the information and/or documents related to the enforcement components of the Collateral shall be maintained at locations other than as provided in the Perfection Certificate or as permitted pursuant to Section 7.2. In the event that Borrower, after the date hereof, intends to store or otherwise deliver any portion of the Collateral to a bailee, then Borrower will first receive the written consent of Bank and such bailee must execute and deliver a bailee agreement in form and substance satisfactory to Bank in its sole discretion. All Inventory is in all material respects of good and marketable quality, free from material defects, except normal and customary quality issues occurring in the ordinary course of business, in amounts consistent with past practices. Borrower is the sole owner of the Intellectual Property which it owns or purports to own except for (if anya) and/or other debt collection proceedings against non-exclusive licenses granted to its customers in the ordinary course of business, (b) over-the-counter software that is commercially available to the public, and (c) material Intellectual Property licensed to Borrower and noted on the Perfection Certificate. Each Patent which it owns or purports to own and which is material to Borrower’s business is valid and enforceable, and no part of the Intellectual Property which Borrower owns or purports to own and which is material to Borrower’s business has been judged invalid or unenforceable, in whole or in part, except to the extent in each of the above such invalidity or unenforceability would not have a material adverse effect on Borrower’s business, taken as a whole. The Assignee shall To the best of Borrower’s knowledge, no claim has been made that any part of the Intellectual Property violates the rights of any third party except to the extent such claim would not make any complaints against Mintoshave a material adverse effect on Borrower’s business, the Loan Originator and the Borrower in this regardtaken as a whole.
Appears in 3 contracts
Sources: Loan and Security Agreement (Aspen Aerogels Inc), Loan and Security Agreement (Aspen Aerogels Inc), Loan and Security Agreement (Aspen Aerogels Inc)
Collateral. 8.16.1.1 Borrower will, on demand of CNB, make available to CNB, shipping and delivery receipts evidencing the shipment of the goods which gave rise to an Account; completion certificates or other proof of the satisfactory performance of services which gave rise to an Account; a copy of the invoice for each Account; and Borrower’s copy of any written contract or order from which an Account arose. This Section shall Unless previously requested by Borrower in writing to return such documents, CNB will be applicable if authorized to destroy any such documentation six (6) months after its receipt by CNB;
6.1.2 Borrower will advise CNB within ten (10) days whenever an Account Debtor refuses to retain, or returns, any goods from the sale of which an Account arose, when the sale exceeds $50,000.00;
6.1.3 Upon the occurrence and during the continuance of an Event of Default, Borrower will give CNB, upon request, specific assignments of Accounts after they come into existence, and schedules of Accounts, the form and content of such assignments and schedules to be satisfactory to CNB; but, despite this provision for express assignments to CNB, CNB will have a continuing security interest in all Accounts irrespective of whether some Accounts are omitted from such assignments or whether any assignments are ever given; and Borrower will execute and deliver to CNB any instrument, document, financing statement, assignment or other writing which CNB may deem necessary or desirable to carry out on the terms of this Agreement, to perfect CNB’s security interest in the Accounts, and any other Collateral is expressly indicated for the Obligations, or to enable CNB to enforce its security interest in any of the foregoing;
6.1.4 Borrower will maintain, in accord with sound accounting practices, accurate records and books of account showing, among other things, all Inventory and Accounts, the proceeds of the sale or other disposition thereof and the collections therefrom. Borrower will not change the accounting method used to determine Borrower’s Inventory cost without CNB’s prior written approval. Borrower will permit representative(s) of CNB, at any reasonable time, to inspect, audit, examine and make extracts or copies from all books, records and other data relating to the Collateral, to inspect any of Borrower’s properties and to confirm balances due on Accounts by direct inquiry to Account Debtors, and will give CNB, promptly upon request, all information about regarding the Claim business or finances of Borrower reasonably requested by CNB;
6.1.5 Borrower will, if requested by CNB, ▇▇▇▇ its records concerning its Inventory and Accounts in a manner satisfactory to CNB to show CNB’s security interest therein;
6.1.6 Borrower will, if requested by CNB, provide CNB with a current physical count of its Inventory in the Portal.manner specified by CNB;
8.2. The Loan Originator along 6.1.7 Borrower will, if requested by CNB, endorse to the order of and deliver to CNB any negotiable instrument accepted by Borrower in lieu of payment in accord with the Claim shall not transfer to original terms of sale;
6.1.8 Borrower will pay CNB, upon demand, the Assignee all rights related thereto and existing at the moment of the assignment arising from the Collateral. The Assignee understands that by assignment of the Claim security interest incorporated in the Collateral is not re-registered in favour of the Assignee and remains registered in favour of the Loan Originator.
8.3. The Loan Originator handles all matters related to Collateralcost, including the registration, amending and cancellation of mortgages and commercial pledges, including submits and receives all necessary documents in the respective pledge registers.
8.4. The Assignee understands and agrees that the Loan Originator during the validity term of the Agreement without a prior coordination with the Assignee may make any amendments or sign any additional agreements to the Collateral documentation. The Assignee shall recognize such amendments to Collateral documents or additional agreements as binding and not make any complaints in this regard. The Loan Originator undertakes by making amendments or signing additional agreements to the Collateral documents to act in the interests of the Assignee with due care.
8.5. The Loan Originator shall keep all Collateral documentation and originals of the documents related to the registration of the pledge, including the land register certificate and the deed of commercial pledge registration. The Assignee understands and is informed that the Loan Originator has an obligation to ensure the confidentiality of the Borrowers’ personal data, therefore the Loan Originator shall not issue the documents related to the registration of pledge or their derivatives to the Assignee.
8.6. The Loan Originator by fulfilling the task provided by the Assignee pursuant to the Agreement has the right to sell the Collateral or a part thereof pursuant to the Collateral documentation.
8.7. The Assignee has an obligation immediatelyincluding, but not later than within 5 limited to reasonable attorneys’ fees and expenses (fivewhich counsel may be CNB employees) Business Days from expended or incurred by CNB (or allocable to CNB’s in-house counsel) during the receipt continuance of Mintos an Event of Default in the collection or the Loan Originator’s request to provide Mintos enforcement of any Accounts or the Loan Originator other Collateral if CNB itself undertakes such collection or enforcement, together with all necessary authoritytaxes, consents charges and permits for Mintos expenses of every kind or description paid or incurred by CNB under or with respect to loans hereunder or any Collateral therefor and Borrower authorizes CNB to charge the same to any deposit account of Borrower or Borrower’s Loan Originator Account maintained with CNB;
6.1.9 Borrower will promptly notify CNB of any occurrence or discovery of any event which would cause or has caused a previously Eligible Account to be able to execute become ineligible;
6.1.10 Borrower will maintain the rights tangible Collateral in good condition (ordinary wear and obligations specified in the Agreement.
8.8. The Assignee understands tear excepted) and is informed that Mintos promptly notify CNB of any event causing material loss or reduction of value of Collateral and the Loan Originator are not obliged to disclose to the Assignee the information and/or documents related to the enforcement amount of such loss or reduction; and
6.1.11 Borrower will, upon request by CNB, but in no event less than once every six (6) months, supply CNB with a current list of the Collateral (if any) and/or other debt collection proceedings against the Borrower. The Assignee shall not make any complaints against Mintos, the Loan Originator names and the Borrower in this regardaddresses of all Account Debtors.
Appears in 3 contracts
Sources: Credit and Security Agreement (RealD Inc.), Credit and Security Agreement (RealD Inc.), Credit and Security Agreement (RealD Inc.)
Collateral. 8.1. This Section shall be applicable if Borrower has good title to, has rights in, and the power to transfer each item of the Collateral is expressly indicated among upon which it purports to ▇▇▇▇▇ ▇ ▇▇▇▇ hereunder, free and clear of any and all Liens except Permitted Liens. Borrower has no deposit accounts other information about than the Claim deposit accounts with Bank, the deposit accounts, if any, described in the Portal.
8.2Perfection Certificate delivered to Bank in connection herewith, or of which Borrower has given Bank notice and taken such actions as are necessary to give Bank a perfected security interest therein. The Loan Originator along with the Claim shall not transfer to the Assignee all rights related thereto and Accounts are bona fide, existing at the moment obligations of the assignment arising from the CollateralAccount Debtors. The Assignee understands that by assignment of the Claim security interest incorporated in the Collateral is not re-registered in favour the possession of any third party bailee (such as a warehouse) except as otherwise provided in the Perfection Certificate. Other than laptop computers and other mobile Equipment in the possession of employees, consultants or agents of Borrower, none of the Assignee and remains registered in favour components of the Loan Originator.
8.3. The Loan Originator handles all matters related to Collateral, including the registration, amending and cancellation of mortgages and commercial pledges, including submits and receives all necessary documents Collateral shall be maintained at locations other than as provided in the respective pledge registers.
8.4Perfection Certificate or as permitted pursuant to Section 7.2. The Assignee understands and agrees In the event that Borrower, after the Loan Originator during the validity term date hereof, intends to store or otherwise deliver any portion of the Agreement without Collateral in excess of One Hundred Thousand Dollars ($100,000.00) to a prior coordination bailee, then Borrower will first receive the written consent of Bank and such bailee must execute and deliver a bailee agreement in form and substance satisfactory to Bank in its sole discretion. All Inventory is in all material respects of good and marketable quality, free from material defects. Except as noted on the Perfection Certificate, Borrower is not a party to, nor is bound by, any material license or other agreement with respect to which Borrower is the licensee (a) that prohibits or otherwise restricts Borrower from granting a security interest in Borrower’s interest in such license or agreement (other than over-the-counter software that is commercially available to the public) or any other property, or (b) for which a default under or termination of which could interfere with the Assignee may make any amendments or sign any additional agreements to the Collateral documentation. The Assignee shall recognize such amendments to Collateral documents or additional agreements as binding and not make any complaints in this regard. The Loan Originator undertakes by making amendments or signing additional agreements to the Collateral documents to act in the interests of the Assignee with due care.
8.5. The Loan Originator shall keep all Collateral documentation and originals of the documents related to the registration of the pledge, including the land register certificate and the deed of commercial pledge registration. The Assignee understands and is informed that the Loan Originator has an obligation to ensure the confidentiality of the Borrowers’ personal data, therefore the Loan Originator shall not issue the documents related to the registration of pledge or their derivatives to the Assignee.
8.6. The Loan Originator by fulfilling the task provided by the Assignee pursuant to the Agreement has the Bank’s right to sell the Collateral any Collateral. Borrower shall provide written notice to Bank within ten (10) days of entering or a part thereof pursuant becoming bound by any such license or agreement (other than over-the-counter software that is commercially available to the Collateral documentation.
8.7public). The Assignee has an obligation immediatelyBorrower shall take such steps as Bank requests to obtain the consent of, but not later than within 5 or waiver by, any person whose consent or waiver is necessary for (fivex) Business Days from the receipt of Mintos all such licenses or the Loan Originator’s request to provide Mintos or the Loan Originator with all necessary authority, consents and permits for Mintos or the Loan Originator agreements to be able deemed “Collateral” and for Bank to execute have a security interest in it that might otherwise be restricted or prohibited by law or by the terms of any such license or agreement, whether now existing or entered into in the future, and (y) Bank to have the ability in the event of a liquidation of any Collateral to dispose of such Collateral in accordance with Bank’s rights and obligations specified in the Agreement.
8.8. The Assignee understands and is informed that Mintos remedies under this Agreement and the other Loan Originator are not obliged to disclose to the Assignee the information and/or documents related to the enforcement of the Collateral (if any) and/or other debt collection proceedings against the Borrower. The Assignee shall not make any complaints against Mintos, the Loan Originator and the Borrower in this regardDocuments.
Appears in 2 contracts
Sources: Loan and Security Agreement (Eloqua, Inc.), Loan and Security Agreement (Eloqua, Inc.)
Collateral. 8.1Borrower has good title to, has rights in, and the power to transfer each item of the Collateral upon which it purports to ▇▇▇▇▇ ▇ ▇▇▇▇ hereunder, free and clear of any and all Liens except Permitted Liens. This Section Borrower has no deposit accounts other than the deposit accounts with Bank, the deposit accounts, if any, described in the Perfection Certificate delivered to Bank in connection herewith, or of which Borrower has given Bank notice and taken such actions as are necessary to give Bank a perfected security interest therein. The Accounts are bona fide, existing obligations of the Account Debtors. The Collateral is not in the possession of any third party bailee (such as a warehouse) except (x) as otherwise provided in the Perfection Certificate and (y) Equipment or Inventory in the possession of third party carriers in the ordinary course of business for delivery to Borrower or to customers of Borrower and its Subsidiaries. None of the components of the Collateral shall be applicable if maintained at locations other than as provided in the Perfection Certificate or as Borrower has given Bank notice pursuant to Section 7.2. In the event that Borrower, after the date hereof, intends to store or otherwise deliver any portion of the Collateral to a bailee, then Borrower will first receive the written consent of Bank and such bailee must execute and deliver a bailee agreement in form and substance satisfactory to Bank in its sole discretion. All Inventory is expressly indicated among in all material respects of good and marketable quality, free from material defects. Except as noted on the Perfection Certificate, Borrower is not a party to, nor is bound by, any material license or other information about agreement with respect to which Borrower is the Claim licensee that prohibits or otherwise restricts Borrower from granting a security interest in the Portal.
8.2Borrower’s interest in such license or agreement or any other property. The Loan Originator along with the Claim Borrower shall not transfer provide written notice to Bank within ten (10) days of entering or becoming bound by any such license or agreement which is reasonably likely to have a material impact on Borrower’s business or financial condition (other than over-the-counter software that is commercially available to the Assignee public). Borrower shall take such steps as Bank requests to obtain the consent of, or waiver by, any person whose consent or waiver is necessary for all such licenses or contract rights related thereto to be deemed “Collateral” and existing at for Bank to have a security interest in it that might otherwise be restricted or prohibited by law or by the moment terms of the assignment arising from the Collateral. The Assignee understands that by any such license or agreement (such consent or authorization may include a licensor’s agreement to a contingent assignment of the Claim security interest incorporated license to Bank if Bank determines that is necessary in its good faith judgment), whether now existing or entered into in the Collateral is not re-registered in favour future. Notwithstanding the foregoing, the terms of the Assignee preceding sentence shall not apply to, and remains registered in favour of the Loan Originator.
8.3. The Loan Originator handles all matters related to Collateral, including the registration, amending and cancellation of mortgages and commercial pledges, including submits and receives all necessary documents in the respective pledge registers.
8.4. The Assignee understands and agrees that the Loan Originator during the validity term of the Agreement without a prior coordination with the Assignee may make any amendments or sign any additional agreements to the Collateral documentation. The Assignee shall recognize such amendments to Collateral documents or additional agreements as binding and not make any complaints in this regard. The Loan Originator undertakes by making amendments or signing additional agreements to the Collateral documents to act in the interests of the Assignee with due care.
8.5. The Loan Originator shall keep all Collateral documentation and originals of the documents related to the registration of the pledge, including the land register certificate and the deed of commercial pledge registration. The Assignee understands and is informed that the Loan Originator has an obligation to ensure the confidentiality of the Borrowers’ personal data, therefore the Loan Originator shall not issue include, license agreements solely for the documents related use of Intellectual Property of a third party, with respect to which license Borrower is the registration of pledge or their derivatives to the Assigneelicensee.
8.6. The Loan Originator by fulfilling the task provided by the Assignee pursuant to the Agreement has the right to sell the Collateral or a part thereof pursuant to the Collateral documentation.
8.7. The Assignee has an obligation immediately, but not later than within 5 (five) Business Days from the receipt of Mintos or the Loan Originator’s request to provide Mintos or the Loan Originator with all necessary authority, consents and permits for Mintos or the Loan Originator to be able to execute the rights and obligations specified in the Agreement.
8.8. The Assignee understands and is informed that Mintos and the Loan Originator are not obliged to disclose to the Assignee the information and/or documents related to the enforcement of the Collateral (if any) and/or other debt collection proceedings against the Borrower. The Assignee shall not make any complaints against Mintos, the Loan Originator and the Borrower in this regard.
Appears in 2 contracts
Sources: Loan and Security Agreement (Caliper Life Sciences Inc), Loan and Security Agreement (Caliper Life Sciences Inc)
Collateral. 8.1. This Section shall be applicable if Borrower has good title to, has rights in, and the power to transfer each item of the Collateral is expressly indicated among upon which it purports to ▇▇▇▇▇ ▇ ▇▇▇▇ hereunder, free and clear of any and all Liens except Permitted Liens. Borrower has no deposit accounts other information about than the Claim deposit accounts with Bank, the deposit accounts, if any, described in the Portal.
8.2Perfection Certificate delivered to Bank in connection herewith, or of which Borrower has given Bank notice and taken such actions as are necessary to give Bank a perfected security interest therein, to the extent required by Section 6.6(b). The Loan Originator along with the Claim shall not transfer to the Assignee all rights related thereto and Accounts are bona fide, existing at the moment obligations of the assignment arising from the CollateralAccount Debtors. The Assignee understands that by assignment of the Claim security interest incorporated in the Collateral is not re-registered in favour the possession of any third party bailee (such as a warehouse) except as otherwise provided in the Perfection Certificate. Other than mobile equipment in the possession of Borrower’s employees or agents, none of the Assignee and remains registered in favour components of the Loan Originator.
8.3Collateral shall be maintained at locations other than as provided in the Perfection Certificate or as permitted pursuant to Section 7.2. In the event that Borrower, after the date hereof, intends to store or otherwise deliver any portion of the Collateral with an aggregate value in excess of Five Hundred Thousand Dollars ($500,000.00) to a bailee, then Borrower will use its commercially reasonable efforts to cause such bailee to execute and deliver a bailee agreement in form and substance satisfactory to Bank in its reasonable discretion. The Loan Originator handles all matters related forgoing is not intended to Collateral, including the registration, amending and cancellation of mortgages and commercial pledges, including submits and receives all necessary documents limit Borrower’s obligations set forth in the respective pledge registers.
8.4Section 6.13 hereof. The Assignee understands and agrees that the Loan Originator during the validity term With respect to such locations or warehouse space leased or owned as of the Agreement without Effective Date and thereafter, if Bank has not received a prior coordination landlord’s agreement or bailee letter as of the Effective Date (or, if later, as of the date such location is acquired or leased), then the Eligible Fixed Assets at that location shall, in Bank’s Permitted Discretion, be excluded from the Borrowing Base or be subject to such Reserves as may be established by Bank in its Permitted Discretion. Except as noted on the Perfection Certificate, Borrower is not a party to, nor is bound by, any material license or other agreement with respect to which Borrower is the licensee (a) that prohibits or otherwise restricts Borrower from granting a security interest in Borrower’s interest in such license or agreement or any other property, or (b) for which a default under or termination of could interfere with the Assignee may make any amendments or sign any additional agreements to the Collateral documentation. The Assignee shall recognize such amendments to Collateral documents or additional agreements as binding and not make any complaints in this regard. The Loan Originator undertakes by making amendments or signing additional agreements to the Collateral documents to act in the interests of the Assignee with due care.
8.5. The Loan Originator shall keep all Collateral documentation and originals of the documents related to the registration of the pledge, including the land register certificate and the deed of commercial pledge registration. The Assignee understands and is informed that the Loan Originator has an obligation to ensure the confidentiality of the Borrowers’ personal data, therefore the Loan Originator shall not issue the documents related to the registration of pledge or their derivatives to the Assignee.
8.6. The Loan Originator by fulfilling the task provided by the Assignee pursuant to the Agreement has the Bank’s right to sell the Collateral any Collateral. Borrower shall provide written notice to Bank within thirty (30) days of entering or a part thereof pursuant becoming bound by any such license or agreement (other than over-the-counter software that is commercially available to the Collateral documentation.
8.7public). The Assignee has an obligation immediatelyBorrower shall take such steps as Bank reasonably requests to obtain the consent of, but not later than within 5 or waiver by, any person whose consent or waiver is necessary for (fivex) Business Days from the receipt of Mintos all such licenses or the Loan Originator’s request to provide Mintos or the Loan Originator with all necessary authority, consents and permits for Mintos or the Loan Originator agreements to be able deemed “Collateral” and for Bank to execute have a security interest in it that might otherwise be restricted or prohibited by law or by the terms of any such license or agreement, whether now existing or entered into in the future, and (y) Bank to have the ability in the event of a liquidation of any Collateral to dispose of such Collateral in accordance with Bank’s rights and obligations specified in the Agreement.
8.8. The Assignee understands and is informed that Mintos remedies under this Agreement and the other Loan Originator are not obliged to disclose to the Assignee the information and/or documents related to the enforcement of the Collateral (if any) and/or other debt collection proceedings against the Borrower. The Assignee shall not make any complaints against Mintos, the Loan Originator and the Borrower in this regardDocuments.
Appears in 2 contracts
Sources: Loan and Security Agreement (Enernoc Inc), Loan and Security Agreement (Enernoc Inc)
Collateral. 8.1. This Section shall be applicable if Borrower has good title to, has rights in, and the power to transfer each item of the Collateral is expressly indicated among upon which it purports to ▇▇▇▇▇ ▇ ▇▇▇▇ hereunder, free and clear of any and all Liens except Permitted Liens. Borrower has no deposit accounts other information about than the Claim deposit accounts with SVB, the Clearing Account, the Trust Account, the Borrower Account, the Investor Account, the deposit accounts, if any, described in the Portal.
8.2Perfection Certificate delivered to Administrative Agent in connection herewith, or of which Borrower has given Lenders notice and taken such actions as are necessary to give Administrative Agent and Lenders a perfected security interest therein. The Loan Originator along with the Claim shall not transfer to the Assignee all rights related thereto and Eligible Loans are bona fide, existing at the moment obligations of the assignment arising from the CollateralLoan Debtors. The Assignee understands that by assignment of the Claim security interest incorporated in the Collateral is not re-registered in favour the possession of any third party bailee (such as a warehouse) except as otherwise provided in the Perfection Certificate. None of the Assignee and remains registered in favour components of the Loan Originator.
8.3. The Loan Originator handles all matters related to Collateral, including the registration, amending and cancellation of mortgages and commercial pledges, including submits and receives all necessary documents Collateral shall be maintained at locations other than as provided in the respective pledge registers.
8.4Perfection Certificate or as Borrower has given Lenders notice pursuant to Section 7.2. The Assignee understands and agrees In the event that Borrower, after the Loan Originator during the validity term date hereof, intends to store or otherwise deliver any portion of the Agreement Collateral to a bailee, then Borrower will first receive the written consent of Lenders and such bailee must execute and deliver a bailee agreement in form and substance satisfactory to Lenders in their sole discretion. Upon any Transfer permitted under Section 7.1(e) hereof prior to an Event of Default, Administrative Agent’s and Lenders’ Lien in such assets shall be released without a prior coordination with the Assignee may make any amendments further act of Administrative Agent, Lenders or sign any additional agreements Borrower. Administrative Agent shall take all actions reasonably requested by Borrower, at Borrower’s expense, to evidence such release. Administrative Agent, Lenders and Borrower hereby acknowledge and agree that, notwithstanding anything set forth to the contrary herein, (a) the Collateral documentation. The Assignee shall recognize such amendments to Collateral documents or additional agreements as binding and not make any complaints in this regard. The Loan Originator undertakes by making amendments or signing additional agreements include all amounts deposited into the Clearing Account, to the Collateral documents extent that such amounts are proceeds of Financed Loans, and (b) the first priority security interest granted by Borrower to act in the interests of the Assignee with due care.
8.5. The Loan Originator shall keep all Collateral documentation Administrative Agent and originals of the documents related to the registration of the pledge, including the land register certificate and the deed of commercial pledge registration. The Assignee understands and is informed that the Loan Originator has an obligation to ensure the confidentiality of the Borrowers’ personal data, therefore the Loan Originator shall not issue the documents related to the registration of pledge or their derivatives to the Assignee.
8.6. The Loan Originator by fulfilling the task provided by the Assignee Lenders pursuant to the Loan Agreement has the right shall at all times remain in full force and effect with respect to sell the Collateral or a part thereof pursuant to the Collateral documentation.
8.7. The Assignee has an obligation immediatelyall proceeds of, but not later than within 5 (five) Business Days from the receipt of Mintos or the Loan Originator’s request to provide Mintos or the Loan Originator with and any other amounts received in connection with, all necessary authority, consents and permits for Mintos or the Loan Originator to be able to execute the rights and obligations specified in the Agreement.
8.8. The Assignee understands and is informed that Mintos and the Loan Originator are not obliged to disclose to the Assignee the information and/or documents related to the enforcement Financed Loans regardless of the Collateral (if any) and/or other debt collection proceedings against locations of such proceeds and amounts, including, without limitation, any such proceeds and amounts deposited into the Borrower. The Assignee shall not make any complaints against Mintos, the Loan Originator and the Borrower in this regardClearing Account.
Appears in 2 contracts
Sources: Loan and Security Agreement (LendingClub Corp), Loan and Security Agreement (LendingClub Corp)
Collateral. 8.1US Borrower has good title to the Collateral, free of Liens except Permitted Liens. This Section Borrower has no deposit account other than the deposit accounts with Bank. The Collateral is not in the possession of any third party bailee (such as a warehouse). Except as hereafter disclosed to Bank in writing by US Borrower, none of the components of the Collateral shall be applicable if maintained at locations other than as provided in the Perfection Certificate. In the event that US Borrower, after the date hereof, intends to store or otherwise deliver any portion of the Collateral to a bailee, then US Borrower will first receive the written consent of Bank and such bailee must acknowledge in writing that the bailee is expressly indicated among other information about holding such Collateral for the Claim benefit of Bank. All Net Inventory is in all material respects of good and marketable quality, free from material defects. Borrower is the sole owner of its Intellectual Property, except for non-exclusive licenses granted to its customers in the Portal.
8.2ordinary course of business. The Loan Originator along with Each Patent is valid and enforceable and no part of the Claim shall not transfer Intellectual Property has been judged invalid or unenforceable, in whole or in part, and to the Assignee all rights related thereto and existing at the moment best of Borrower’s knowledge, no claim has been made that any part of the assignment arising Intellectual Property violates the rights of any third party except to the extent such claim could not reasonably be expected to have a material adverse effect on Borrower’s business. Except as noted on the Perfection Certificate, US Borrower is not a party to, nor is bound by, any license or other agreement with respect to which Borrower is the licensee that prohibits or otherwise restricts Borrower from granting a security interest in Borrower’s interest in such license or agreement or any other property. Borrower shall provide written notice to Bank within ten (10) days of entering or becoming bound by any such license or agreement which is reasonably likely to have a material impact on Borrower’s business or financial condition (other than over-the-counter software that is commercially available to the public). Borrower shall take such steps as Bank requests to obtain the consent of, or waiver by, any person whose consent or waiver is necessary for all such licenses or contract rights to be deemed “Collateral. The Assignee understands ” and for Bank to have a security interest in it that might otherwise be restricted or prohibited by law or by the terms of any such license or agreement (such consent or authorization may include a licensor’s agreement to a contingent assignment of the Claim security interest incorporated license to Bank if Bank determines that is necessary in its good faith judgment), whether now existing or entered into in the Collateral is not re-registered in favour of the Assignee and remains registered in favour of the Loan Originatorfuture.
8.3. The Loan Originator handles all matters related to Collateral, including the registration, amending and cancellation of mortgages and commercial pledges, including submits and receives all necessary documents in the respective pledge registers.
8.4. The Assignee understands and agrees that the Loan Originator during the validity term of the Agreement without a prior coordination with the Assignee may make any amendments or sign any additional agreements to the Collateral documentation. The Assignee shall recognize such amendments to Collateral documents or additional agreements as binding and not make any complaints in this regard. The Loan Originator undertakes by making amendments or signing additional agreements to the Collateral documents to act in the interests of the Assignee with due care.
8.5. The Loan Originator shall keep all Collateral documentation and originals of the documents related to the registration of the pledge, including the land register certificate and the deed of commercial pledge registration. The Assignee understands and is informed that the Loan Originator has an obligation to ensure the confidentiality of the Borrowers’ personal data, therefore the Loan Originator shall not issue the documents related to the registration of pledge or their derivatives to the Assignee.
8.6. The Loan Originator by fulfilling the task provided by the Assignee pursuant to the Agreement has the right to sell the Collateral or a part thereof pursuant to the Collateral documentation.
8.7. The Assignee has an obligation immediately, but not later than within 5 (five) Business Days from the receipt of Mintos or the Loan Originator’s request to provide Mintos or the Loan Originator with all necessary authority, consents and permits for Mintos or the Loan Originator to be able to execute the rights and obligations specified in the Agreement.
8.8. The Assignee understands and is informed that Mintos and the Loan Originator are not obliged to disclose to the Assignee the information and/or documents related to the enforcement of the Collateral (if any) and/or other debt collection proceedings against the Borrower. The Assignee shall not make any complaints against Mintos, the Loan Originator and the Borrower in this regard.
Appears in 2 contracts
Sources: Loan and Security Agreement (Airspan Networks Inc), Loan and Security Agreement (Airspan Networks Inc)
Collateral. 8.1. This Section shall be applicable if Borrower has good title to each item of the Collateral is expressly indicated among upon which it purports to ▇▇▇▇▇ ▇ ▇▇▇▇ hereunder, free and clear of any and all Liens except Permitted Liens. Borrower has no deposit accounts other information about than the Claim deposit accounts with Senior Lender, the deposit accounts, if any, described in the Portal.
8.2Perfection Certificate delivered to Agent in connection herewith, or of which Borrower has given Agent notice and taken such actions as are necessary to give Agent a perfected security interest therein (subject to the Required Foreign Filings). The Loan Originator along with the Claim shall not transfer to the Assignee all rights related thereto and Accounts are bona fide, existing at the moment obligations of the assignment arising from the CollateralAccount Debtors. The Assignee understands that by assignment of the Claim security interest incorporated in the Collateral is not re-registered in favour the possession of any third party bailee (such as a warehouse) except as otherwise provided in the Perfection Certificate. None of the Assignee and remains registered in favour of the Loan Originator.
8.3. The Loan Originator handles all matters related to Collateral, including the registration, amending and cancellation of mortgages and commercial pledges, including submits and receives all necessary documents in the respective pledge registers.
8.4. The Assignee understands and agrees that the Loan Originator during the validity term of the Agreement without a prior coordination with the Assignee may make any amendments or sign any additional agreements to the Collateral documentation. The Assignee shall recognize such amendments to Collateral documents or additional agreements as binding and not make any complaints in this regard. The Loan Originator undertakes by making amendments or signing additional agreements to the Collateral documents to act in the interests of the Assignee with due care.
8.5. The Loan Originator shall keep all Collateral documentation and originals of the documents related to the registration of the pledge, including the land register certificate and the deed of commercial pledge registration. The Assignee understands and is informed that the Loan Originator has an obligation to ensure the confidentiality of the Borrowers’ personal data, therefore the Loan Originator shall not issue the documents related to the registration of pledge or their derivatives to the Assignee.
8.6. The Loan Originator by fulfilling the task provided by the Assignee pursuant to the Agreement has the right to sell the Collateral or a part thereof pursuant to the Collateral documentation.
8.7. The Assignee has an obligation immediately, but not later than within 5 (five) Business Days from the receipt of Mintos or the Loan Originator’s request to provide Mintos or the Loan Originator with all necessary authority, consents and permits for Mintos or the Loan Originator to be able to execute the rights and obligations specified in the Agreement.
8.8. The Assignee understands and is informed that Mintos and the Loan Originator are not obliged to disclose to the Assignee the information and/or documents related to the enforcement components of the Collateral shall be maintained at locations other than as provided in the Perfection Certificate or as permitted pursuant to Section 7.2. In the event that Borrower, after the date hereof, intends to store or otherwise deliver any portion of the Collateral in excess of One Hundred Thirty Thousand Dollars (if any$130,000) and/or other debt collection proceedings against in the aggregate to a bailee, then Borrower will first receive the written consent of Agent and such bailee must execute and deliver a bailee agreement in form and substance satisfactory to Agent in its sole discretion. All Inventory is in all material respects of good and marketable quality, free from material defects. Borrower is the sole owner of the Intellectual Property which it owns or purports to own except for (a) non-exclusive licenses granted to its customers in the ordinary course of business, (b) over-the-counter software that is commercially available to the public, and (c) material Intellectual Property licensed to Borrower and noted on the Perfection Certificate. Each Patent which it owns or purports to own and which is material to Borrower’s business is to the knowledge of Borrower, valid and enforceable, and no part of the Intellectual Property which Borrower owns or purports to own and which is material to Borrower’s business, taken as a whole, has been judged invalid or unenforceable, in whole or in part. The Assignee shall To Borrower’s knowledge, no claim has been made that any part of the Intellectual Property violates the rights of any third party except to the extent such claim would not make have a Material Adverse Effect. Except as noted on the Perfection Certificate, Borrower is not a party to, nor is it bound by, any complaints against Mintos, the Loan Originator and the Borrower in this regardRestricted License.
Appears in 2 contracts
Sources: Note Purchase Agreement (Global Telecom & Technology, Inc.), Note Purchase Agreement (Global Telecom & Technology, Inc.)
Collateral. 8.1Borrower has good title to, has rights in, and the power to transfer each item of Collateral upon which it purports to ▇▇▇▇▇ ▇ ▇▇▇▇ hereunder, free and clear of any and all Liens except Permitted Liens. This Section shall be applicable if Borrower has no deposit accounts other than the Collateral is expressly indicated among other information about the Claim deposit accounts with Bank and deposit accounts described in the Portal.
8.2Perfection Certificate delivered to Bank in connection herewith. The Loan Originator along with the Claim shall not transfer to the Assignee all rights related thereto and existing at the moment of the assignment arising from the Collateral. The Assignee understands that by assignment of the Claim security interest incorporated in the Collateral is not re-registered in favour the possession of any third party bailee (such as a warehouse) except as otherwise provided in the Perfection Certificate. None of the Assignee and remains registered in favour components of the Loan Originator.
8.3. The Loan Originator handles all matters related to Collateral, including the registration, amending and cancellation of mortgages and commercial pledges, including submits and receives all necessary documents Collateral shall be maintained at locations other than as provided in the respective pledge registers.
8.4Perfection Certificate. The Assignee understands and agrees In the event that Borrower, after the Loan Originator during the validity term date hereof, intends to store or otherwise deliver any portion of the Agreement without Collateral to a prior coordination bailee, then Borrower will first receive the written consent of Bank and such bailee must execute and deliver a bailee agreement in form and substance satisfactory to Bank in its sole discretion. Borrower is the sole owner of its intellectual property, except for non-exclusive licenses granted to its customers in the ordinary course of business. Each patent is valid and enforceable and no part of the intellectual property has been judged invalid or unenforceable, in whole or in part, and to the best of Borrower’s knowledge, no claim has been made that any part of the Intellectual Property violates the rights of any third party. Except as noted on the Perfection Certificate, Borrower is not a party to, nor is bound by, any material license or other agreement with respect to which Borrower is the licensee (a) that prohibits or otherwise restricts Borrower from granting a security interest in Borrower’s interest in such license or agreement or any other property, or (b) for which a default under or termination of could interfere with the Assignee may make any amendments or sign any additional agreements to the Collateral documentation. The Assignee shall recognize such amendments to Collateral documents or additional agreements as binding and not make any complaints in this regard. The Loan Originator undertakes by making amendments or signing additional agreements to the Collateral documents to act in the interests of the Assignee with due care.
8.5. The Loan Originator shall keep all Collateral documentation and originals of the documents related to the registration of the pledge, including the land register certificate and the deed of commercial pledge registration. The Assignee understands and is informed that the Loan Originator has an obligation to ensure the confidentiality of the Borrowers’ personal data, therefore the Loan Originator shall not issue the documents related to the registration of pledge or their derivatives to the Assignee.
8.6. The Loan Originator by fulfilling the task provided by the Assignee pursuant to the Agreement has the Bank’s right to sell the Collateral any Collateral. Borrower shall provide written notice to Bank within ten (10) days of entering or a part thereof pursuant becoming bound by any such license or agreement (other than over-the-counter software that is commercially available to the Collateral documentation.
8.7public). The Assignee has an obligation immediatelyBorrower shall take such steps as Bank requests to obtain the consent of, but not later than within 5 or waiver by, any person whose consent or waiver is necessary for (fivex) Business Days from the receipt of Mintos all such licenses or the Loan Originator’s request to provide Mintos or the Loan Originator with all necessary authority, consents and permits for Mintos or the Loan Originator agreements to be able deemed “Collateral” and for Bank to execute have a security interest in it that might otherwise be restricted or prohibited by law or by the terms of any such license or agreement, whether now existing or entered into in the future, and (y) Bank to have the ability in the event of a liquidation of any Collateral to dispose of such Collateral in accordance with Bank’s rights and obligations specified in the Agreement.
8.8. The Assignee understands and is informed that Mintos remedies under this Agreement and the other Loan Originator are not obliged to disclose to the Assignee the information and/or documents related to the enforcement of the Collateral (if any) and/or other debt collection proceedings against the Borrower. The Assignee shall not make any complaints against Mintos, the Loan Originator and the Borrower in this regardDocuments.”
Appears in 2 contracts
Sources: Loan Modification Agreement (Bridgeline Software, Inc.), Loan Modification Agreement (Bridgeline Software, Inc.)
Collateral. 8.1Borrower has good title to the Collateral, free of Liens except Permitted Liens. This Section shall be applicable if Borrower has no deposit account other than the Collateral is expressly indicated among other information about the Claim deposit accounts with Bank and deposit accounts described in the Portal.
8.2Perfection Certificate delivered to Bank in connection herewith or of which Borrower has given Bank notice and taken such actions as are necessary to give Bank a perfected security interest therein, pursuant to documentation reasonably acceptable to Bank. The Loan Originator along with the Claim shall not transfer to the Assignee all rights related thereto and existing at the moment of the assignment arising from the Collateral. The Assignee understands that by assignment of the Claim security interest incorporated in the Collateral is not re-registered in favour the possession of any third party bailee (such as a warehouse) other than OneSource Distributors (from whom the Bank is not requiring a written acknowledgment that it is holding Collateral for the benefit of Bank). Except as hereafter disclosed to Bank in writing by Borrower, none of the Assignee and remains registered in favour components of the Loan Originator.
8.3. The Loan Originator handles all matters related to Collateral, including the registration, amending and cancellation of mortgages and commercial pledges, including submits and receives all necessary documents Collateral shall be maintained at locations other than as provided in the respective pledge registers.
8.4Perfection Certificate. The Assignee understands In the event that Borrower, after the date hereof, intends to store or otherwise deliver any portion of the Collateral to a bailee, then Borrower will first receive the written consent of Bank and agrees such bailee must acknowledge in writing that the Loan Originator during bailee is holding such Collateral for the validity term benefit of Bank. For the purposes hereof, xChange Point sites do not constitute a bailee. All Inventory is in all material respects of good and marketable quality, free from material defects. Borrower is the sole owner of its Intellectual Property, except for non-exclusive licenses granted to its customers in the ordinary course of business. Each patent is valid and enforceable and no part of the Agreement without Intellectual Property has been judged invalid or unenforceable, in whole or in part, and to the best of Borrower’s knowledge, no claim has been made that any part of the Intellectual Property violates the rights of any third party except to the extent such claim could not reasonably be expected to cause a prior coordination Material Adverse Change. Except as noted on the Perfection Certificate, Borrower is not a party to, nor is bound by, any material license or other agreement with respect to which Borrower is the licensee (a) that prohibits or otherwise restricts Borrower from granting a security interest in Borrower’s interest in such license or agreement or any other property, or (b) for which a default under or termination of could interfere with the Assignee may make any amendments or sign any additional agreements to the Collateral documentation. The Assignee shall recognize such amendments to Collateral documents or additional agreements as binding and not make any complaints in this regard. The Loan Originator undertakes by making amendments or signing additional agreements to the Collateral documents to act in the interests of the Assignee with due care.
8.5. The Loan Originator shall keep all Collateral documentation and originals of the documents related to the registration of the pledge, including the land register certificate and the deed of commercial pledge registration. The Assignee understands and is informed that the Loan Originator has an obligation to ensure the confidentiality of the Borrowers’ personal data, therefore the Loan Originator shall not issue the documents related to the registration of pledge or their derivatives to the Assignee.
8.6. The Loan Originator by fulfilling the task provided by the Assignee pursuant to the Agreement has the Bank’s right to sell the Collateral any Collateral. Borrower shall provide written notice to Bank within thirty days of entering or a part thereof pursuant becoming bound by any such license or agreement (other than over-the-counter software that is commercially available to the Collateral documentation.
8.7public). The Assignee has an obligation immediatelyBorrower shall take such steps as Bank requests to obtain the consent of, but not later than within 5 or waiver by, any person whose consent or waiver is necessary for (fivex) Business Days from the receipt of Mintos all such licenses or the Loan Originator’s request to provide Mintos or the Loan Originator with all necessary authority, consents and permits for Mintos or the Loan Originator agreements to be able deemed “Collateral” and for Bank to execute have a security interest in the same that might otherwise be restricted or prohibited by law or by the terms of any such license or agreement, whether now existing or entered into in the future, and (y) Bank to have the ability in the event of a liquidation of any Collateral to dispose of such Collateral in accordance with Bank’s rights and obligations specified in the Agreement.
8.8. The Assignee understands and is informed that Mintos remedies under this Agreement and the other Loan Originator are not obliged to disclose to the Assignee the information and/or documents related to the enforcement of the Collateral (if any) and/or other debt collection proceedings against the Borrower. The Assignee shall not make any complaints against Mintos, the Loan Originator and the Borrower in this regardDocuments.
Appears in 2 contracts
Sources: Loan and Security Agreement (Energy & Power Solutions, Inc.), Loan and Security Agreement (Energy & Power Solutions, Inc.)
Collateral. 8.1. This Section shall be applicable if (a) Borrower has good title to, has rights in, and the power to transfer each item of the Collateral is expressly indicated among upon which it purports to ▇▇▇▇▇ ▇ ▇▇▇▇ hereunder, free and clear of any and all Liens except Permitted Liens. Borrower has no deposit account other information about than the Claim deposit accounts with Bank and deposit accounts described in the PortalPerfection Certificate delivered to Bank in connection herewith.
8.2. (b) The Loan Originator along with the Claim shall not transfer to the Assignee all rights related thereto and existing at the moment of the assignment arising from the Collateral. The Assignee understands that by assignment of the Claim security interest incorporated in the Collateral is not rein the possession of any third party bailee (such as a warehouse), except for (i) Inventory in the possession of third-registered party processors or subcontractors in favour the ordinary course of business, (ii) Inventory at customer locations in the ordinary course of business, and (iii) Inventory stored with other third parties in the ordinary course of business, in an aggregate amount not to exceed $500,000 at any time. Except as hereafter disclosed to Bank in writing by Borrower, none of the Assignee and remains registered in favour components of the Loan OriginatorCollateral shall be maintained at locations other than as provided in the Perfection Certificate, or as set forth above. In the event that Borrower, after the date hereof, intends to store or otherwise deliver any portion of the Collateral to a bailee (other than as set forth above), then Borrower will first receive the written consent of Bank and such bailee must acknowledge in writing that the bailee is holding such Collateral for the benefit of Bank.
8.3(c) With respect to any leased premises of Borrower, Borrower shall, promptly upon Bank’s request therefor, use commercially reasonable efforts to deliver to Bank a landlord agreement (in form and substance satisfactory to Bank) duly executed by the lessor of such leased premises. The Loan Originator handles all matters related In the event that Bank requests such a landlord agreement and Borrower uses such efforts but does not succeed in delivering such a landlord agreement, Bank may (in its good faith business judgment) maintain a Reserve with respect to Collateral, including the registration, amending and cancellation of mortgages and commercial pledges, including submits and receives all necessary documents in the respective pledge registerssuch leased premises.
8.4(d) All Inventory is in all material respects of good and marketable quality, free from material defects.
(e) Borrower is the sole owner of its Intellectual Property, except for licenses otherwise allowed under Section 7.1 and for such Intellectual Property as is licensed by Borrower. The Assignee understands Each patent owned by Borrower is valid and agrees that the Loan Originator during the validity term enforceable and no part of the Agreement without a prior coordination with the Assignee may make Intellectual Property has been judged invalid or unenforceable, in whole or in part, and to Borrower’s knowledge, no claim has been made in writing that any amendments or sign any additional agreements to the Collateral documentation. The Assignee shall recognize such amendments to Collateral documents or additional agreements as binding and not make any complaints in this regard. The Loan Originator undertakes by making amendments or signing additional agreements to the Collateral documents to act in the interests part of the Assignee with due careIntellectual Property violates, in any material respect, the rights of any third party.
8.5. The Loan Originator shall keep all Collateral documentation and originals (f) Except as noted on the Perfection Certificate, Borrower is not a party to, nor is bound by, any material license or other agreement with respect to which Borrower is the licensee (i) that prohibits or otherwise restricts, in a manner enforceable under applicable law, Borrower from granting a security interest in Borrower’s interest in such license or agreement or any other property, or (ii) for which a default under or termination of the documents related to the registration of the pledge, including the land register certificate and the deed of commercial pledge registration. The Assignee understands and is informed that the Loan Originator has an obligation to ensure the confidentiality of the Borrowers’ personal data, therefore the Loan Originator shall not issue the documents related to the registration of pledge or their derivatives to the Assignee.
8.6. The Loan Originator by fulfilling the task provided by the Assignee pursuant to the Agreement has the could interfere with Bank’s right to sell any Collateral.
(g) The second proviso set forth in Exhibit A states that, if and to the extent that a perfected security interest in the underlying Excluded IP is required under applicable law (including without limitation pursuant to applicable judicial authority) to have a perfected security interest in the Included Proceeds of Excluded IP, then in such circumstance the Collateral or a part thereof pursuant shall include the underlying Excluded IP only to the Collateral documentationextent necessary under applicable law to permit perfection of Bank’s security interest in such Included Proceeds of Excluded IP.
8.7. The Assignee has an obligation immediately, but not later than within 5 (five) Business Days from the receipt of Mintos or the Loan Originator’s request to provide Mintos or the Loan Originator with all necessary authority, consents and permits for Mintos or the Loan Originator to be able to execute the rights and obligations specified in the Agreement.
8.8. The Assignee understands and is informed that Mintos and the Loan Originator are not obliged to disclose to the Assignee the information and/or documents related to the enforcement of the Collateral (if any) and/or other debt collection proceedings against the Borrower. The Assignee shall not make any complaints against Mintos, the Loan Originator and the Borrower in this regard.
Appears in 2 contracts
Sources: Loan and Security Agreement (Acclarent Inc), Loan and Security Agreement (Acclarent Inc)
Collateral. 8.1. This Section shall be applicable if Borrower has good title to, has rights in, and the power to transfer each item of the Collateral is expressly indicated among upon which it purports to ▇▇▇▇▇ ▇ ▇▇▇▇ hereunder, free and clear of any and all Liens except Permitted Liens. Borrower has no deposit accounts other information about than the Claim deposit accounts with Bank, the deposit accounts, if any, described in the Portal.
8.2Perfection Certificate delivered to Bank in connection herewith, or of which Borrower has given Bank notice and taken such actions as are necessary to give Bank a perfected security interest therein. The Loan Originator along with the Claim shall not transfer to the Assignee all rights related thereto and Accounts are bona fide, existing at the moment obligations of the assignment arising from the CollateralAccount Debtors. The Assignee understands that by assignment of the Claim security interest incorporated in the Collateral is not re-registered in favour the possession of any third party bailee (such as a warehouse) except as otherwise provided in the Perfection Certificate. None of the Assignee and remains registered in favour of the Loan Originator.
8.3. The Loan Originator handles all matters related to Collateral, including the registration, amending and cancellation of mortgages and commercial pledges, including submits and receives all necessary documents in the respective pledge registers.
8.4. The Assignee understands and agrees that the Loan Originator during the validity term of the Agreement without a prior coordination with the Assignee may make any amendments or sign any additional agreements to the Collateral documentation. The Assignee shall recognize such amendments to Collateral documents or additional agreements as binding and not make any complaints in this regard. The Loan Originator undertakes by making amendments or signing additional agreements to the Collateral documents to act in the interests of the Assignee with due care.
8.5. The Loan Originator shall keep all Collateral documentation and originals of the documents related to the registration of the pledge, including the land register certificate and the deed of commercial pledge registration. The Assignee understands and is informed that the Loan Originator has an obligation to ensure the confidentiality of the Borrowers’ personal data, therefore the Loan Originator shall not issue the documents related to the registration of pledge or their derivatives to the Assignee.
8.6. The Loan Originator by fulfilling the task provided by the Assignee pursuant to the Agreement has the right to sell the Collateral or a part thereof pursuant to the Collateral documentation.
8.7. The Assignee has an obligation immediately, but not later than within 5 (five) Business Days from the receipt of Mintos or the Loan Originator’s request to provide Mintos or the Loan Originator with all necessary authority, consents and permits for Mintos or the Loan Originator to be able to execute the rights and obligations specified in the Agreement.
8.8. The Assignee understands and is informed that Mintos and the Loan Originator are not obliged to disclose to the Assignee the information and/or documents related to the enforcement components of the Collateral shall be maintained at locations other than as provided in the Perfection Certificate or as permitted pursuant to Section 7.2. Borrower shall at all times during the term of this Agreement maintain at least two-thirds of its Inventory (if anybased upon the fair market value of all Inventory) and/or at Borrower’s ▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇▇▇ location and at other debt collection proceedings against locations of the BorrowerBorrower for which Bank has received a landlord’s waiver in form and substance reasonably satisfactory to Bank. The Assignee shall not make any complaints against MintosAll Inventory is in all material respects of good and marketable quality, free from material defects. Axcelis Technologies, Inc. and Axcelis Technologies CCS Corporation, either individually or jointly, are the sole owners of the intellectual property which Borrower owns or purports to own, including, without limitation, the Loan Originator intellectual property set forth on the Perfection Certificate, except for non-exclusive licenses granted to its customers in the ordinary course of business. Each patent which Borrower owns or purports to own is valid and enforceable and no part of the intellectual property has been judged invalid or unenforceable, in whole or in part, and to the best of Borrower’s knowledge, no claim has been made that any part of the intellectual property violates the rights of any third party. Except as noted on the Perfection Certificate, Borrower in this regardis not a party to, nor is it bound by, any Restricted License.
Appears in 2 contracts
Sources: Loan and Security Agreement (Axcelis Technologies Inc), Loan and Security Agreement (Axcelis Technologies Inc)
Collateral. 8.1. This Section shall be applicable if Borrower has good title to, has rights in, and the power to transfer each item of the Collateral is expressly indicated among upon which it purports to ▇▇▇▇▇ ▇ ▇▇▇▇ hereunder, free and clear of any and all Liens except Permitted Liens. Borrower has no Deposit Accounts, Securities Accounts, Commodity Accounts or other information about investment accounts other than the Claim Collateral Accounts with Borrower’s Account Banks or the other investment accounts, if any, described in the Portal.
8.2Perfection Certificate delivered to Collateral Agent in connection herewith with respect of which Borrower has given Collateral Agent notice and taken such actions as are necessary to give Collateral Agent a perfected security interest therein. The Loan Originator along with On the Claim shall Effective Date, the Collateral (other than raw materials or unfinished products that may be in transit or located at third party manufacturing sites) is not transfer to in the Assignee all rights related thereto and existing at possession of any third party bailee (such as a warehouse) except as disclosed in the moment Perfection Certificate. None of the assignment arising from the Collateral. The Assignee understands that by assignment of the Claim security interest incorporated in the Collateral is not re-registered in favour of the Assignee and remains registered in favour of the Loan Originator.
8.3. The Loan Originator handles all matters related to Collateral, including the registration, amending and cancellation of mortgages and commercial pledges, including submits and receives all necessary documents in the respective pledge registers.
8.4. The Assignee understands and agrees that the Loan Originator during the validity term of the Agreement without a prior coordination with the Assignee may make any amendments or sign any additional agreements to the Collateral documentation. The Assignee shall recognize such amendments to Collateral documents or additional agreements as binding and not make any complaints in this regard. The Loan Originator undertakes by making amendments or signing additional agreements to the Collateral documents to act in the interests of the Assignee with due care.
8.5. The Loan Originator shall keep all Collateral documentation and originals of the documents related to the registration of the pledge, including the land register certificate and the deed of commercial pledge registration. The Assignee understands and is informed that the Loan Originator has an obligation to ensure the confidentiality of the Borrowers’ personal data, therefore the Loan Originator shall not issue the documents related to the registration of pledge or their derivatives to the Assignee.
8.6. The Loan Originator by fulfilling the task provided by the Assignee pursuant to the Agreement has the right to sell the Collateral or a part thereof pursuant to the Collateral documentation.
8.7. The Assignee has an obligation immediately, but not later than within 5 (five) Business Days from the receipt of Mintos or the Loan Originator’s request to provide Mintos or the Loan Originator with all necessary authority, consents and permits for Mintos or the Loan Originator to be able to execute the rights and obligations specified in the Agreement.
8.8. The Assignee understands and is informed that Mintos and the Loan Originator are not obliged to disclose to the Assignee the information and/or documents related to the enforcement components of the Collateral (other than raw materials or unfinished products that may be in transit or located at third party manufacturing sites) shall be maintained at locations other than as disclosed in the Perfection Certificate on the Effective Date or as permitted pursuant to Section 7.2. In the event that Borrower, after the Effective Date, intends to store or otherwise deliver any portion of the Collateral to a bailee (other than raw materials or unfinished products that may be in transit or located at third party manufacturing sites), then Borrower will first receive the written consent of Collateral Agent and such bailee must execute and deliver a bailee agreement in form and substance satisfactory to Collateral Agent in its reasonable discretion. All Inventory is in all material respects of good and marketable (although not necessarily approved for sale to the public as regulated by the FDA) quality, free from material defects. Borrower is the sole owner of its Intellectual Property, except for licenses permitted by the terms of Section 7.1 hereof and those licenses described in the Perfection Certificate. Schedule 5.2 sets forth all patents and patent applications owned or exclusively licensed to Borrower and indicates which of such patents and patent applications are owned by Borrower and which are licensed by Borrower from third parties (the “Licensed IP”). The Licensed IP is not necessary for the conduct of Borrower’s Ataluren (PTC124), PTC299 and GEMS research and development programs nor the manufacture, sale and marketing of products, if any, which may be developed from such programs. Each issued Patent owned by Borrower is, to the best of Borrower’s knowledge, valid and enforceable and no part of the Intellectual Property has been judged invalid or unenforceable, in whole or in part, and to the best of Borrower’s knowledge, no claim has been made that any part of the Intellectual Property violates the rights of any third party except to the extent such claim could not reasonably be expected to have a material adverse effect on Borrower’s business. Except as noted on the Perfection Certificate, Borrower is not a party to, nor is bound by, any material license or other agreement with respect to which Borrower is a licensee that (a) and/or prohibits or otherwise restricts Borrower from granting a security interest in Borrower’s interest in such license or agreement or any other debt collection proceedings against property, or (b) for which a default under or termination of could interfere with Collateral Agent’s right to sell any Collateral. Borrower shall provide written notice to Collateral Agent within ten (10) days of entering or becoming bound by any such license or agreement (other than over-the-counter software that is commercially available to the Borrowerpublic). The Assignee In respect of such licenses or agreements, Borrower shall take such steps as Collateral Agent requests to obtain the consent of, or waiver by, any person whose consent or waiver is necessary for (x) all such licenses or agreements to be deemed “Collateral” and for Collateral Agent to have a security interest in it that might otherwise be restricted or prohibited by law or by the terms of any such license or agreement, whether now existing or entered into in the future, and (y) Collateral Agent to have the ability in the event of a liquidation of any Collateral to dispose of such Collateral in accordance with Collateral Agent’s rights and remedies under this Agreement and the other Loan Documents. Notwithstanding the foregoing, the terms of the preceding sentence shall not make any complaints against Mintos, apply to exclusive and non-exclusive license agreements solely for the Loan Originator and use of the intellectual property of a third party in which Borrower in this regardis licensee.
Appears in 2 contracts
Sources: Loan and Security Agreement (PTC Therapeutics, Inc.), Loan and Security Agreement (PTC Therapeutics, Inc.)
Collateral. 8.1. This Section shall be applicable if the Collateral is expressly indicated among other information about the Claim in the Portal.
8.2. The Loan Originator along with the Claim shall not transfer to the Assignee all rights related thereto and existing at the moment of the assignment arising from the Collateral. The Assignee understands that by assignment of the Claim security interest incorporated in the Collateral is not re-registered in favour of the Assignee and remains registered in favour of the Loan Originator.
8.3. The Loan Originator handles all matters related to Collateral, including the registration, amending and cancellation of mortgages and commercial pledges, including submits and receives all necessary documents in the respective pledge registers.
8.4. The Assignee understands and agrees that the Loan Originator during the validity term of the Agreement without a prior coordination with the Assignee may make any amendments or sign any additional agreements (i) Upon delivery to the Collateral documentation. The Assignee shall recognize Agent of the certificates or instruments representing or evidencing the Collateral in accordance with the Collateral Agreements and, in the case of Collateral not constituting certificated securities or instruments, the filing of Uniform Commercial Code financing statements in the appropriate filing office, the Collateral Agent will obtain a valid and perfected security interest in such amendments Collateral, subject only to Collateral documents or additional agreements as binding and not make any complaints in this regard. The Loan Originator undertakes by making amendments or signing additional agreements Permitted Liens, to the extent that a security interest in such Collateral documents to act may be perfected by such filings.
(ii) Upon filing by the Collateral Agent of (A) financing statements, (B) any filings required with the United States Patent and Trademark Office and (C) any filings required with the United States Copyright Office, the Collateral Agent will obtain valid and perfected security interests in the interests Collateral, subject only to Permitted Liens, to the extent that a security interest in such Collateral may be perfected by such filings.
(iii) The Mortgages will be effective to grant a legal and valid mortgage lien on all of the Assignee with due care.
8.5. The Loan Originator shall keep all Collateral documentation mortgagor’s right, title and originals interest in each of the documents related properties mortgaged thereunder. When the Mortgages are duly recorded in the proper recorders’ offices or appropriate public records and the mortgage recording fees and taxes in respect thereof are paid and compliance is otherwise had with the formal requirements of state or local law applicable to the registration recording of real estate mortgages generally, the pledgeCollateral Agent will obtain a valid, including perfected and enforceable security interest in the land register certificate and the deed of commercial pledge registration. The Assignee understands and is informed that the Loan Originator has an obligation to ensure the confidentiality of the Borrowers’ personal datarelated property, therefore the Loan Originator shall not issue the documents related subject only to the registration of pledge or their derivatives encumbrances and exceptions to the Assignee.
8.6. The Loan Originator by fulfilling the task provided by the Assignee pursuant to the Agreement has the right to sell the Collateral or a part thereof pursuant to the Collateral documentation.
8.7. The Assignee has an obligation immediately, but not later than within 5 (five) Business Days from the receipt of Mintos or the Loan Originator’s request to provide Mintos or the Loan Originator with all necessary authority, consents and permits for Mintos or the Loan Originator to be able to execute the rights and obligations specified title expressly set forth in the Agreement.
8.8. The Assignee understands commitments for mortgage title insurance and is informed that Mintos and the Loan Originator are not obliged to disclose to the Assignee the information and/or documents related to except as such enforceability may be limited by general principles of equity or applicable bankruptcy, insolvency, reorganization, moratorium, liquidation, fraudulent conveyance, fraudulent transfer, or other similar laws relating to, or affecting generally, the enforcement of creditors’ rights and remedies.
(iv) All information certified by the Collateral (if any) and/or other debt collection proceedings against Chief Financial Officer of the Borrower. The Assignee shall not make any complaints against Mintos, Company in the Loan Originator Perfection Certificate dated as of the Closing Date and delivered by such officer on behalf of the Borrower Company will be true and correct in this regardall material respects as of the Closing Date.
Appears in 2 contracts
Sources: Notes Purchase Agreement (Forbes Energy Services Ltd.), Notes Purchase Agreement (Forbes Energy Services Ltd.)
Collateral. 8.1. This Section shall be applicable if Borrower has good title to, has rights in, and the power to transfer each item of the Collateral is expressly indicated among upon which it purports to ▇▇▇▇▇ ▇ ▇▇▇▇ hereunder, free and clear of any and all Liens except Permitted Liens. Borrower has no deposit accounts other information about than the Claim deposit accounts with Bank, the deposit accounts, if any, described in the Portal.
8.2Perfection Certificate delivered to Bank in connection herewith, or of which Borrower has given Bank notice and taken such actions as are necessary to give Bank a perfected security interest therein. The Loan Originator along with the Claim shall not transfer to the Assignee all rights related thereto and Accounts are bona fide, existing at the moment obligations of the assignment arising from the CollateralAccount Debtors. The Assignee understands that by assignment of the Claim security interest incorporated in the Collateral is not re-registered in favour the possession of any third party bailee (such as a warehouse) except as otherwise provided in the Perfection Certificate. None of the Assignee and remains registered in favour components of the Loan Originator.
8.3. The Loan Originator handles all matters related to Collateral, including the registration, amending and cancellation of mortgages and commercial pledges, including submits and receives all necessary documents Collateral shall be maintained at locations other than as provided in the respective pledge registers.
8.4Perfection Certificate, unless Borrower has given Bank written notice of such other locations. The Assignee understands and agrees In the event that Borrower, after the Loan Originator during the validity term date hereof, intends to store or otherwise deliver any portion of the Agreement without Collateral to a prior coordination bailee, then Borrower will first receive the written consent of Bank and such bailee must execute and deliver a bailee agreement in form and substance satisfactory to Bank in its sole discretion. All Inventory is in all material respects of good and marketable quality, free from material defects. Except as described in its Perfection Certificate, Borrower is the sole owner of its intellectual property, except for non-exclusive licenses granted to its customers in the ordinary course of business. Each patent is valid and enforceable, and no part of the intellectual property has been judged invalid or unenforceable, in whole or in part, and to the best of Borrower’s knowledge, no claim has been made that any part of the intellectual property violates the rights of any third party except to the extent such claim could not reasonably be expected to have a material adverse effect on Borrower’s business. Except as noted on the Perfection Certificate, Borrower is not a party to, nor is bound by, any material license or other agreement with respect to which Borrower is the licensee (a) that prohibits or otherwise restricts Borrower from granting a security interest in Borrower’s interest in such license or agreement or any other property, or (b) for which a default under or termination of could interfere with the Assignee may make any amendments or sign any additional agreements to the Collateral documentation. The Assignee shall recognize such amendments to Collateral documents or additional agreements as binding and not make any complaints in this regard. The Loan Originator undertakes by making amendments or signing additional agreements to the Collateral documents to act in the interests of the Assignee with due care.
8.5. The Loan Originator shall keep all Collateral documentation and originals of the documents related to the registration of the pledge, including the land register certificate and the deed of commercial pledge registration. The Assignee understands and is informed that the Loan Originator has an obligation to ensure the confidentiality of the Borrowers’ personal data, therefore the Loan Originator shall not issue the documents related to the registration of pledge or their derivatives to the Assignee.
8.6. The Loan Originator by fulfilling the task provided by the Assignee pursuant to the Agreement has the Bank’s right to sell the Collateral any Collateral. Borrower shall provide written notice to Bank within thirty (30) days of entering or a part thereof pursuant becoming bound by any such license or agreement (other than over-the-counter software that is commercially available to the Collateral documentation.
8.7public). The Assignee has an obligation immediatelyBorrower shall take such steps as Bank requests to obtain the consent of, but not later than within 5 or waiver by, any person whose consent or waiver is necessary for (fivex) Business Days from the receipt of Mintos all such licenses or the Loan Originator’s request to provide Mintos or the Loan Originator with all necessary authority, consents and permits for Mintos or the Loan Originator agreements to be able deemed “Collateral” and for Bank to execute have a security interest in it that might otherwise be restricted or prohibited by law or by the terms of any such license or agreement, whether now existing or entered into in the future, and (y) Bank to have the ability in the event of a liquidation of any Collateral to dispose of such Collateral in accordance with Bank’s rights and obligations specified in the Agreement.
8.8. The Assignee understands and is informed that Mintos remedies under this Agreement and the other Loan Originator are not obliged to disclose to the Assignee the information and/or documents related to the enforcement of the Collateral (if any) and/or other debt collection proceedings against the Borrower. The Assignee shall not make any complaints against Mintos, the Loan Originator and the Borrower in this regardDocuments.
Appears in 2 contracts
Sources: Loan and Security Agreement (Sonic Innovations Inc), Loan and Security Agreement (Otix Global, Inc.)
Collateral. 8.1. This Section shall be applicable if Borrower has good title, has rights in, and the power to transfer each item of the Collateral is expressly indicated among upon which it purports to ▇▇▇▇▇ ▇ ▇▇▇▇ hereunder, free and clear of any and all Liens except Permitted Liens. Borrower has no deposit accounts other information about than the Claim deposit accounts with Bank, the deposit accounts, if any, described in the Portal.
8.2Perfection Certificate delivered to Bank in connection herewith, or of which Borrower has given Bank notice and taken such actions as are necessary to give Bank a perfected security interest therein. To Borrower’s knowledge, the Accounts are bona fide, existing obligations of the Account Debtors. The Loan Originator along with the Claim shall not transfer to the Assignee all rights related thereto and existing at the moment of the assignment arising from the Collateral. The Assignee understands that by assignment of the Claim security interest incorporated in the Collateral is not re-registered in favour the possession of any third party bailee (such as a warehouse) except as otherwise provided in the Perfection Certificate or as otherwise permitted under this Agreement. None of the Assignee and remains registered in favour components of the Loan Originator.
8.3. The Loan Originator handles all matters related to Collateral, including the registration, amending and cancellation Collateral with a value in excess of mortgages and commercial pledges, including submits and receives all necessary documents One Hundred Fifty Thousand Dollars ($150,000.00) in the respective pledge registers.
8.4aggregate shall be maintained at locations other than as provided in the Perfection Certificate or as Borrower has given Bank notice pursuant to Section 7.2. The Assignee understands and agrees In the event that Borrower, after the Loan Originator during the validity term date hereof, intends to store or otherwise deliver any portion of the Agreement without Collateral with a prior coordination value in excess of One Hundred Fifty Thousand Dollars ($150,000.00) in the aggregate to a bailee other than those listed on the Perfection Certificate, then Borrower will first receive the written consent of Bank and such bailee must execute and deliver a bailee agreement in form and substance satisfactory to Bank in its reasonable discretion. All Inventory is in all material respects of good and marketable quality, free from material defects. Borrower is the sole owner of its intellectual property, except for non-exclusive licenses granted to its customers in the ordinary course of business. Each patent that is material to Borrower’s business is valid and enforceable, and no part of the intellectual property that is material to Borrower’s business has been judged invalid or unenforceable, in whole or in part, and to the best of Borrower’s knowledge, no claim has been made that any part of the intellectual property violates the rights of any third party except to the extent such claim could not reasonably be expected to have a material adverse effect on Borrower’s business. Except as noted on the Perfection Certificate, Borrower is not a party to, nor is bound by, any material license or other agreement with respect to which Borrower is the licensee (a) that prohibits or otherwise restricts Borrower from granting a security interest in Borrower’s interest in such license or agreement or any other property, or (b) for which a default under or termination of could interfere with the Assignee may make any amendments or sign any additional agreements to the Collateral documentation. The Assignee shall recognize such amendments to Collateral documents or additional agreements as binding and not make any complaints in this regard. The Loan Originator undertakes by making amendments or signing additional agreements to the Collateral documents to act in the interests of the Assignee with due care.
8.5. The Loan Originator shall keep all Collateral documentation and originals of the documents related to the registration of the pledge, including the land register certificate and the deed of commercial pledge registration. The Assignee understands and is informed that the Loan Originator has an obligation to ensure the confidentiality of the Borrowers’ personal data, therefore the Loan Originator shall not issue the documents related to the registration of pledge or their derivatives to the Assignee.
8.6. The Loan Originator by fulfilling the task provided by the Assignee pursuant to the Agreement has the Bank’s right to sell the Collateral any Collateral. Borrower shall provide written notice to Bank within ten (10) days of entering or a part thereof pursuant becoming bound by any such license or agreement (other than over-the- counter software that is commercially available to the Collateral documentation.
8.7public). The Assignee has an obligation immediatelyBorrower shall take such steps as Bank requests to obtain the consent of, but not later than within 5 (five) Business Days from the receipt of Mintos or the Loan Originator’s request to provide Mintos waiver by, any person whose consent or the Loan Originator with waiver is necessary for all necessary authority, consents and permits for Mintos such licenses or the Loan Originator contract rights to be able deemed “Collateral” and for Bank to execute have a security interest in it that might otherwise be restricted or prohibited by law or by the rights and obligations specified terms of any such license or agreement, whether now existing or entered into in the Agreementfuture.
8.8. The Assignee understands and is informed that Mintos and the Loan Originator are not obliged to disclose to the Assignee the information and/or documents related to the enforcement of the Collateral (if any) and/or other debt collection proceedings against the Borrower. The Assignee shall not make any complaints against Mintos, the Loan Originator and the Borrower in this regard.
Appears in 2 contracts
Sources: Loan and Security Agreement (Cyoptics Inc), Loan and Security Agreement (Cyoptics Inc)
Collateral. 8.1. This Section shall be applicable if (a) Borrower and each of its Subsidiaries have good title to, have rights in, and the power to transfer each item of the Collateral is expressly indicated among upon which it purports to ▇▇▇▇▇ ▇ ▇▇▇▇ under the Loan Documents, free and clear of any and all Liens except Permitted Liens, and neither Borrower nor any of its Subsidiaries have any Deposit Accounts, Securities Accounts, Commodity Accounts or other information about investment accounts other than the Claim Collateral Accounts or the other investment accounts, if any, described in the PortalPerfection Certificates delivered to Collateral Agent in connection herewith with respect of which Borrower or such Subsidiary has given Collateral Agent notice and taken such actions as are necessary to give Collateral Agent a perfected security interest therein. The Accounts are bona fide, existing obligations of the Account Debtors.
8.2. The Loan Originator along with (b) On the Claim shall not transfer to Effective Date, and except as disclosed on the Assignee all rights related thereto and existing at the moment of the assignment arising from the Collateral. The Assignee understands that by assignment of the Claim security interest incorporated in Perfection Certificate (i) the Collateral is not re-registered in favour the possession of any third party bailee (such as a warehouse), and (ii) no such third party bailee possesses components of the Assignee and remains registered Collateral in favour excess of Two Hundred Fifty Thousand Dollars ($250,000.00). None of the Loan Originatorcomponents of the Collateral shall be maintained at locations other than as disclosed in the Perfection Certificates on the Effective Date or as permitted pursuant to Section 6.11.
8.3. The Loan Originator handles (c) All Inventory is in all matters related to Collateralmaterial respects of good and marketable quality, including the registration, amending and cancellation of mortgages and commercial pledges, including submits and receives all necessary documents in the respective pledge registersfree from material defects.
8.4. The Assignee understands (d) Borrower and agrees that each of its Subsidiaries is the Loan Originator during the validity term sole owner of the Agreement without a prior coordination with Intellectual Property each respectively purports to own, free and clear of all Liens other than Permitted Liens. Except as noted on the Assignee may make any amendments Perfection Certificates or sign any additional agreements to the Collateral documentation. The Assignee shall recognize such amendments otherwise notified to Collateral documents Agent in writing after the Effective Date, neither Borrower nor any of its Subsidiaries is a party to, nor is bound by, any material license or additional agreements as binding and not make other material agreement with respect to which Borrower or such Subsidiary is the licensee that (i) prohibits or otherwise restricts Borrower or its Subsidiaries from granting a security interest in Borrower’s or such Subsidiaries’ interest in such material license or material agreement or any complaints in this regard. The Loan Originator undertakes by making amendments other property, or signing additional agreements to the (ii) for which a default under or termination of could interfere with Collateral documents to act in the interests of the Assignee with due care.
8.5. The Loan Originator shall keep all Collateral documentation and originals of the documents related to the registration of the pledge, including the land register certificate and the deed of commercial pledge registration. The Assignee understands and is informed that the Loan Originator has an obligation to ensure the confidentiality of the Borrowers’ personal data, therefore the Loan Originator shall not issue the documents related to the registration of pledge Agent’s or their derivatives to the Assignee.
8.6. The Loan Originator by fulfilling the task provided by the Assignee pursuant to the Agreement has the any Lender’s right to sell the any Collateral. Borrower shall provide written notice to Collateral or a part thereof pursuant to the Collateral documentation.
8.7. The Assignee has an obligation immediately, but not later than Agent and each Lender within 5 ten (five10) Business Days from of Borrower or any of its Subsidiaries entering into or becoming bound by any material license or other material agreement with respect to which Borrower or any Subsidiary is the receipt of Mintos or the Loan Originator’s request to provide Mintos or the Loan Originator with all necessary authority, consents and permits for Mintos or the Loan Originator to be able to execute the rights and obligations specified in the Agreement.
8.8. The Assignee understands and licensee (other than over-the-counter software that is informed that Mintos and the Loan Originator are not obliged to disclose commercially available to the Assignee the information and/or documents related to the enforcement of the Collateral (if any) and/or other debt collection proceedings against the Borrower. The Assignee shall not make any complaints against Mintos, the Loan Originator and the Borrower in this regardpublic).
Appears in 2 contracts
Sources: Loan and Security Agreement (Sutro Biopharma Inc), Loan and Security Agreement (Sutro Biopharma Inc)
Collateral. 8.1. This Section shall be applicable if Borrower has good title, has rights in, and the power to transfer each item of the Collateral is expressly indicated among upon which it purports to ▇▇▇▇▇ ▇ ▇▇▇▇ hereunder, free and clear of any and all Liens except Permitted Liens. Borrower has no deposit accounts other information about than the Claim deposit accounts with Bank, the deposit accounts, if any, described in the Portal.
8.2Perfection Certificate delivered to Bank in connection herewith, or of which Borrower has given Bank notice and taken such actions as are necessary to give Bank a perfected security interest therein. The Loan Originator along with the Claim shall not transfer to the Assignee all rights related thereto and Accounts are bona fide, existing at the moment obligations of the assignment arising from the CollateralAccount Debtors. The Assignee understands that by assignment of the Claim security interest incorporated in the Collateral is not re-registered in favour the possession of any third party bailee (such as a warehouse) except as otherwise provided in the Perfection Certificate. None of the Assignee and remains registered in favour components of the Loan Originator.
8.3. The Loan Originator handles all matters related to Collateral, including the registration, amending and cancellation of mortgages and commercial pledges, including submits and receives all necessary documents Collateral shall be maintained at locations other than as provided in the respective pledge registers.
8.4Perfection Certificate or as permitted pursuant to Section 7.2. The Assignee understands and agrees In the event that Borrower, after the Loan Originator during the validity term date hereof, intends to store or otherwise deliver any portion of the Agreement without Collateral to a prior coordination bailee, then Borrower will first receive the written consent of Bank and such bailee must execute and deliver a bailee agreement in form and substance satisfactory to Bank in its reasonable discretion. Borrower is the sole owner of its intellectual property, except for non-exclusive licenses granted to its customers in the ordinary course of business. Each patent is valid and enforceable, and no part of the intellectual property has been judged invalid or unenforceable, in whole or in part, and to the best of Borrower’s knowledge, no claim has been made that any part of the intellectual property violates the rights of any third party except to the extent such claim could not reasonably be expected to have a material adverse effect on Borrower’s business. Except as noted on the Perfection Certificate, Borrower is not a party to, nor is bound by, any material license or other agreement with respect to which Borrower is the licensee (a) that prohibits or otherwise restricts Borrower from granting a security interest in Borrower’s interest in such license or agreement or any other property, or (b) for which a default under or termination of could interfere with the Assignee may make any amendments or sign any additional agreements to the Collateral documentation. The Assignee shall recognize such amendments to Collateral documents or additional agreements as binding and not make any complaints in this regard. The Loan Originator undertakes by making amendments or signing additional agreements to the Collateral documents to act in the interests of the Assignee with due care.
8.5. The Loan Originator shall keep all Collateral documentation and originals of the documents related to the registration of the pledge, including the land register certificate and the deed of commercial pledge registration. The Assignee understands and is informed that the Loan Originator has an obligation to ensure the confidentiality of the Borrowers’ personal data, therefore the Loan Originator shall not issue the documents related to the registration of pledge or their derivatives to the Assignee.
8.6. The Loan Originator by fulfilling the task provided by the Assignee pursuant to the Agreement has the Bank’s right to sell any Collateral. Without prior consent from Bank, Borrower shall not enter into, or become bound by, any such license or agreement which is reasonably likely to have a material impact on Borrower’s business or financial condition. Borrower shall take such reasonable steps as Bank requests to obtain the Collateral consent of, or a part thereof pursuant to the Collateral documentation.
8.7. The Assignee has an obligation immediatelywaiver by, but not later than within 5 (five) Business Days from the receipt of Mintos any person whose consent or the Loan Originator’s request to provide Mintos waiver is necessary for all such licenses or the Loan Originator with all necessary authority, consents and permits for Mintos or the Loan Originator contract rights to be able deemed “Collateral” and for Bank to execute have a security interest in it that might otherwise be restricted or prohibited by law or by the rights and obligations specified terms of any such license or agreement, whether now existing or entered into in the Agreementfuture.
8.8. The Assignee understands and is informed that Mintos and the Loan Originator are not obliged to disclose to the Assignee the information and/or documents related to the enforcement of the Collateral (if any) and/or other debt collection proceedings against the Borrower. The Assignee shall not make any complaints against Mintos, the Loan Originator and the Borrower in this regard.
Appears in 2 contracts
Sources: Loan and Security Agreement (Forescout Technologies, Inc), Loan and Security Agreement (Forescout Technologies, Inc)
Collateral. 8.1Borrower has good title to, has rights in, and the power to transfer each item of the Collateral upon which it purports to ▇▇▇▇▇ ▇ ▇▇▇▇ hereunder, free and clear of any and all Liens except Permitted Liens. This Section Borrower has no deposit accounts other than the deposit accounts with Bank, the deposit accounts, if any, described in the Perfection Certificate delivered to Bank in connection herewith. The Accounts are bona fide, existing obligations of the Account Debtors. The Collateral is not in the possession of any third-party bailee (such as a warehouse) except as otherwise provided in the Perfection Certificate. None of the components of the Collateral shall be applicable if maintained at locations other than as provided in the Perfection Certificate or as Borrower has given Bank notice pursuant to Section 7.2. In the event that Borrower, after the date hereof, intends to store or otherwise deliver any portion of the Collateral to a bailee, then Borrower will first receive the written consent of Bank and such bailee must execute and deliver a bailee agreement in form and substance satisfactory to Bank in its sole discretion. All Inventory is expressly indicated among other information about in all material respects of good and marketable quality, free from material defects. Borrower is the Claim sole owner of its intellectual property, except for non-exclusive licenses granted to its customers in the Portal.
8.2ordinary course of business. The Loan Originator along with Each patent is valid and enforceable, and no part of the Claim shall not transfer intellectual property has been judged invalid or unenforceable, in whole or in part, and to the Assignee all rights related thereto and existing at the moment best of Borrower’s knowledge, no claim has been made that any part of the assignment arising intellectual property violates the rights of any third-party except to the extent such claim could not reasonably be expected to have a material adverse effect on Borrower’s business. Except as noted on the Perfection Certificate, Borrower is not a party to, nor is bound by, any material license or other agreement with respect to which Borrower is the licensee that prohibits or otherwise restricts Borrower from granting a security interest in Borrower’s interest in such license or agreement or any other property. Borrower shall provide written notice to Bank within thirty (30) days of entering or becoming bound by any such license or agreement which is reasonably likely to have a material impact on Borrower’s business or financial condition (other than over-the-counter software that is commercially available to the public). Borrower shall take such steps as Bank requests to obtain the consent of, or waiver by, any person whose consent or waiver is necessary for all such licenses or contract rights to be deemed “Collateral. The Assignee understands ” and for Bank to have a security interest in it that might otherwise be restricted or prohibited by law or by the terms of any such license or agreement (such consent or authorization may include a licensor’s agreement to a contingent assignment of the Claim security interest incorporated license to Bank if Bank determines that is necessary in its good faith judgment), whether now existing or entered into in the Collateral is not re-registered in favour of the Assignee and remains registered in favour of the Loan Originatorfuture.
8.3. The Loan Originator handles all matters related to Collateral, including the registration, amending and cancellation of mortgages and commercial pledges, including submits and receives all necessary documents in the respective pledge registers.
8.4. The Assignee understands and agrees that the Loan Originator during the validity term of the Agreement without a prior coordination with the Assignee may make any amendments or sign any additional agreements to the Collateral documentation. The Assignee shall recognize such amendments to Collateral documents or additional agreements as binding and not make any complaints in this regard. The Loan Originator undertakes by making amendments or signing additional agreements to the Collateral documents to act in the interests of the Assignee with due care.
8.5. The Loan Originator shall keep all Collateral documentation and originals of the documents related to the registration of the pledge, including the land register certificate and the deed of commercial pledge registration. The Assignee understands and is informed that the Loan Originator has an obligation to ensure the confidentiality of the Borrowers’ personal data, therefore the Loan Originator shall not issue the documents related to the registration of pledge or their derivatives to the Assignee.
8.6. The Loan Originator by fulfilling the task provided by the Assignee pursuant to the Agreement has the right to sell the Collateral or a part thereof pursuant to the Collateral documentation.
8.7. The Assignee has an obligation immediately, but not later than within 5 (five) Business Days from the receipt of Mintos or the Loan Originator’s request to provide Mintos or the Loan Originator with all necessary authority, consents and permits for Mintos or the Loan Originator to be able to execute the rights and obligations specified in the Agreement.
8.8. The Assignee understands and is informed that Mintos and the Loan Originator are not obliged to disclose to the Assignee the information and/or documents related to the enforcement of the Collateral (if any) and/or other debt collection proceedings against the Borrower. The Assignee shall not make any complaints against Mintos, the Loan Originator and the Borrower in this regard.
Appears in 2 contracts
Sources: Loan and Security Agreement (Interlink Electronics Inc), Loan and Security Agreement (Interlink Electronics Inc)
Collateral. 8.1. This Section shall be applicable if Borrower has good title, has rights in, and the power to transfer each item of the Collateral is expressly indicated among upon which it purports to ▇▇▇▇▇ ▇ ▇▇▇▇ hereunder, free and clear of any and all Liens except Permitted Liens. Borrower has no deposit accounts other information about than the Claim deposit accounts with Bank, the deposit accounts, if any, described in the Portal.
8.2Perfection Certificate delivered to Bank in connection herewith, or of which Borrower has given Bank notice and taken such actions as are necessary to give Bank a perfected security interest therein. To Borrower’s knowledge (provided, however, such knowledge qualifier shall not apply to Eligible Accounts which are Financed Receivables), the Accounts are bona fide, existing obligations of the Account Debtors. The Loan Originator along with the Claim shall not transfer to the Assignee all rights related thereto and existing at the moment of the assignment arising from the Collateral. The Assignee understands that by assignment of the Claim security interest incorporated in the Collateral is not re-registered in favour the possession of any third party bailee (such as a warehouse) except as otherwise provided in the Perfection Certificate or as otherwise permitted under this Agreement. None of the Assignee and remains registered in favour components of the Loan Originator.
8.3. The Loan Originator handles all matters related to Collateral, including the registration, amending and cancellation Collateral with a value in excess of mortgages and commercial pledges, including submits and receives all necessary documents One Hundred Fifty Thousand Dollars ($150,000.00) in the respective pledge registers.
8.4aggregate shall be maintained at locations other than as provided in the Perfection Certificate or as Borrower has given Bank notice pursuant to Section 7.2. The Assignee understands and agrees In the event that Borrower, after the Loan Originator during the validity term date hereof, intends to store or otherwise deliver any portion of the Agreement without Collateral with a prior coordination value in excess of One Hundred Fifty Thousand Dollars ($150,000.00) in the aggregate to a bailee other than those listed on the Perfection Certificate, then Borrower will first receive the written consent of Bank and such bailee must execute and deliver a bailee agreement in form and substance satisfactory to Bank in its reasonable discretion. All Inventory is in all material respects of good and marketable quality, free from material defects. Borrower is the sole owner of its intellectual property, except for non-exclusive licenses granted to its customers in the ordinary course of business. Each patent that is material to Borrower’s business is valid and enforceable, and no part of the intellectual property that is material to Borrower’s business has been judged invalid or unenforceable, in whole or in part, and to the best of Borrower’s knowledge, no claim has been made that any part of the intellectual property violates the rights of any third party except to the extent such claim could not reasonably be expected to have a material adverse effect on Borrower’s business. Except as noted on the Perfection Certificate, Borrower is not a party to, nor is bound by, any material license or other agreement with respect to which Borrower is the licensee (a) that prohibits or otherwise restricts Borrower from granting a security interest in Borrower’s interest in such license or agreement or any other property, or (b) for which a default under or termination of could interfere with the Assignee may make any amendments or sign any additional agreements to the Collateral documentation. The Assignee shall recognize such amendments to Collateral documents or additional agreements as binding and not make any complaints in this regard. The Loan Originator undertakes by making amendments or signing additional agreements to the Collateral documents to act in the interests of the Assignee with due care.
8.5. The Loan Originator shall keep all Collateral documentation and originals of the documents related to the registration of the pledge, including the land register certificate and the deed of commercial pledge registration. The Assignee understands and is informed that the Loan Originator has an obligation to ensure the confidentiality of the Borrowers’ personal data, therefore the Loan Originator shall not issue the documents related to the registration of pledge or their derivatives to the Assignee.
8.6. The Loan Originator by fulfilling the task provided by the Assignee pursuant to the Agreement has the Bank’s right to sell the Collateral any Collateral. Borrower shall provide written notice to Bank within ten (10) days of entering or a part thereof pursuant becoming bound by any such license or agreement (other than over-the-counter software that is commercially available to the Collateral documentation.
8.7public). The Assignee has an obligation immediatelyBorrower shall take such steps as Bank requests to obtain the consent of, but not later than within 5 (five) Business Days from the receipt of Mintos or the Loan Originator’s request to provide Mintos waiver by, any person whose consent or the Loan Originator with waiver is necessary for all necessary authority, consents and permits for Mintos such licenses or the Loan Originator contract rights to be able deemed “Collateral” and for Bank to execute have a security interest in it that might otherwise be restricted or prohibited by law or by the rights and obligations specified terms of any such license or agreement, whether now existing or entered into in the Agreementfuture.
8.8. The Assignee understands and is informed that Mintos and the Loan Originator are not obliged to disclose to the Assignee the information and/or documents related to the enforcement of the Collateral (if any) and/or other debt collection proceedings against the Borrower. The Assignee shall not make any complaints against Mintos, the Loan Originator and the Borrower in this regard.
Appears in 2 contracts
Sources: Loan and Security Agreement (Cyoptics Inc), Loan and Security Agreement (Cyoptics Inc)
Collateral. 8.1Borrower has good title to the Collateral, free of Liens except Permitted Liens. This Section Borrower has no deposit account other than the deposit accounts with Bank and deposit accounts described in the Perfection Certificate delivered to Bank in connection herewith or of which Borrower has given Bank notice (any such notice shall be applicable if deemed to automatically update the Collateral is expressly indicated among other information about the Claim disclosure regarding deposit accounts in the Portal.
8.2Perfection Certificate) and taken such actions as are necessary to give Bank a perfected security interest therein, pursuant to documentation reasonably acceptable to Bank. The Loan Originator along with the Claim shall not transfer to the Assignee all rights related thereto and Accounts are bona fide, existing at the moment obligations of the assignment arising from the CollateralAccount Debtors. The Assignee understands that by assignment Except for any Inventory with third party contract manufacturers or customers outside of the Claim security interest incorporated in United States, the Collateral is not re-registered in favour the possession of any third party bailee (such as a warehouse) except as otherwise provided in the Perfection Certificate or as permitted pursuant to Section 7.2 (such notice shall be deemed to automatically update such disclosure in the Perfection Certificate). None of the Assignee and remains registered in favour components of the Loan Originator.
8.3. The Loan Originator handles all matters related to Collateral, including the registration, amending and cancellation of mortgages and commercial pledges, including submits and receives all necessary documents Collateral shall be maintained at locations other than (i) as provided in the respective pledge registers.
8.4. The Assignee understands Perfection Certificate, (ii) as permitted pursuant to Section 7.2 (any such notice shall be deemed to automatically update such disclosure in the Perfection Certificate) or (iii) and agrees that the Loan Originator during the validity term with respect to Inventory, with third party contract manufacturers or customers outside of the Agreement without a prior coordination with United States or in transit. In the Assignee may make event that Borrower, after the date hereof, intends to store or otherwise deliver any amendments or sign any additional agreements to the Collateral documentation. The Assignee shall recognize such amendments to Collateral documents or additional agreements as binding and not make any complaints in this regard. The Loan Originator undertakes by making amendments or signing additional agreements to the Collateral documents to act in the interests of the Assignee with due care.
8.5. The Loan Originator shall keep all Collateral documentation and originals of the documents related to the registration of the pledge, including the land register certificate and the deed of commercial pledge registration. The Assignee understands and is informed that the Loan Originator has an obligation to ensure the confidentiality of the Borrowers’ personal data, therefore the Loan Originator shall not issue the documents related to the registration of pledge or their derivatives to the Assignee.
8.6. The Loan Originator by fulfilling the task provided by the Assignee pursuant to the Agreement has the right to sell the Collateral or a part thereof pursuant to the Collateral documentation.
8.7. The Assignee has an obligation immediately, but not later than within 5 (five) Business Days from the receipt of Mintos or the Loan Originator’s request to provide Mintos or the Loan Originator with all necessary authority, consents and permits for Mintos or the Loan Originator to be able to execute the rights and obligations specified in the Agreement.
8.8. The Assignee understands and is informed that Mintos and the Loan Originator are not obliged to disclose to the Assignee the information and/or documents related to the enforcement portion of the Collateral (if anyother than Inventory with third party contract manufacturers or customers outside of the United States) and/or other debt collection proceedings against to a bailee, then Borrower will first receive the Borrowerwritten consent of Bank and such bailee must execute and deliver a bailee agreement in form and substance satisfactory to Bank in its sole discretion. The Assignee shall not make any complaints against MintosAll Inventory is in all material respects of good and marketable quality, the Loan Originator and the Borrower in this regardfree from material defects.
Appears in 2 contracts
Sources: Loan and Security Agreement, Loan and Security Agreement (Iwatt Inc)
Collateral. 8.1Borrower has good title to, has rights in, and the power to transfer each item of the Collateral upon which it purports to ▇▇▇▇▇ ▇ ▇▇▇▇ hereunder, free and clear of any and all Liens except Permitted Liens. This Section Borrower has no deposit accounts other than the deposit accounts with Bank, the deposit accounts, if any, described in the Perfection Certificate delivered to Bank in connection herewith, or of which Borrower has given Bank notice and taken such actions as are necessary to give Bank a perfected security interest therein. The Accounts are bona fide, existing obligations of the Account Debtors. The Collateral is not in the possession of any third party bailee (such as a warehouse) except as otherwise provided in the Perfection Certificate. None of the components of the Collateral shall be applicable if maintained at locations other than as provided in the Perfection Certificate or as Borrower has given Bank notice pursuant to Section 7.2. In the event that Borrower, after the date hereof, intends to store or otherwise deliver any portion of the Collateral to a bailee, then Borrower will first receive the written consent of Bank and such bailee must execute and deliver a bailee agreement in form and substance satisfactory to Bank in its sole discretion. All Inventory is expressly indicated among in all material respects of good and marketable quality, free from material defects. Except as noted on the Perfection Certificate, Borrower is not a party to, nor is bound by, any material license or other information about agreement with respect to which Borrower is the Claim licensee that prohibits or otherwise restricts Borrower from granting a security interest in the Portal.
8.2Borrower’s interest in such license or agreement or any other property. The Loan Originator along with the Claim Borrower shall not transfer provide written notice to Bank within ten ( 10) days of entering or becoming bound by any such license or agreement which is reasonably likely to have a material impact on Borrower’s business or financial condition (other than over-the-counter software that is commercially available to the Assignee public). Borrower shall take such steps as Bank reasonably requests to obtain the consent of, or waiver by, any person whose consent or waiver is necessary for all such licenses or contract rights related thereto to be deemed “Collateral” and existing at for Bank to have a security interest in it that might otherwise be restricted or prohibited by law or by the moment terms of the assignment arising from the Collateral. The Assignee understands that by any such license or agreement (such consent or authorization may include a licensor’s agreement to a contingent assignment of the Claim security interest incorporated license to Bank if Bank determines that is necessary in its good faith judgment), whether now existing or entered into in the Collateral is not re-registered in favour of the Assignee and remains registered in favour of the Loan Originatorfuture.
8.3. The Loan Originator handles all matters related to Collateral, including the registration, amending and cancellation of mortgages and commercial pledges, including submits and receives all necessary documents in the respective pledge registers.
8.4. The Assignee understands and agrees that the Loan Originator during the validity term of the Agreement without a prior coordination with the Assignee may make any amendments or sign any additional agreements to the Collateral documentation. The Assignee shall recognize such amendments to Collateral documents or additional agreements as binding and not make any complaints in this regard. The Loan Originator undertakes by making amendments or signing additional agreements to the Collateral documents to act in the interests of the Assignee with due care.
8.5. The Loan Originator shall keep all Collateral documentation and originals of the documents related to the registration of the pledge, including the land register certificate and the deed of commercial pledge registration. The Assignee understands and is informed that the Loan Originator has an obligation to ensure the confidentiality of the Borrowers’ personal data, therefore the Loan Originator shall not issue the documents related to the registration of pledge or their derivatives to the Assignee.
8.6. The Loan Originator by fulfilling the task provided by the Assignee pursuant to the Agreement has the right to sell the Collateral or a part thereof pursuant to the Collateral documentation.
8.7. The Assignee has an obligation immediately, but not later than within 5 (five) Business Days from the receipt of Mintos or the Loan Originator’s request to provide Mintos or the Loan Originator with all necessary authority, consents and permits for Mintos or the Loan Originator to be able to execute the rights and obligations specified in the Agreement.
8.8. The Assignee understands and is informed that Mintos and the Loan Originator are not obliged to disclose to the Assignee the information and/or documents related to the enforcement of the Collateral (if any) and/or other debt collection proceedings against the Borrower. The Assignee shall not make any complaints against Mintos, the Loan Originator and the Borrower in this regard.
Appears in 2 contracts
Sources: Loan and Security Agreement (Tremor Video Inc.), Loan and Security Agreement (Tremor Video Inc.)
Collateral. 8.1. This Section shall be applicable if Borrower has good title to, has rights in, and the power to transfer each item of the Collateral is expressly indicated among upon which it purports to ▇▇▇▇▇ ▇ ▇▇▇▇ hereunder, free and clear of any and all Liens except Permitted Liens. Borrower has no deposit accounts other information about than the Claim deposit accounts with Bank, the deposit accounts, if any, described in the Portal.
8.2Perfection Certificate delivered to Bank in connection herewith, or of which Borrower has given Bank notice and taken such actions as are necessary to give Bank a perfected security interest therein. The Loan Originator along with the Claim shall not transfer to the Assignee all rights related thereto and Accounts are bona fide, existing at the moment obligations of the assignment arising from the CollateralAccount Debtors. The Assignee understands that by assignment of the Claim security interest incorporated in the Collateral is not re-registered in favour the possession of any third party bailee (such as a warehouse) except as otherwise provided in the Perfection Certificate. None of the Assignee and remains registered in favour components of the Loan Originator.
8.3. The Loan Originator handles all matters related to Collateral, including the registration, amending and cancellation of mortgages and commercial pledges, including submits and receives all necessary documents Collateral shall be maintained at locations other than as provided in the respective pledge registers.
8.4Perfection Certificate or as permitted pursuant to Section 7.2. The Assignee understands and agrees In the event that Borrower, after the Loan Originator during the validity term date hereof, intends to store or otherwise deliver any portion of the Agreement without Collateral to a prior coordination bailee, then Borrower will first receive the written consent of Bank and such bailee must execute and deliver a bailee agreement in form and substance satisfactory to Bank in its sole discretion. Except as noted on the Perfection Certificate, Borrower is not a party to, nor is bound by, any material license or other agreement with respect to which Borrower is the licensee (a) that prohibits or otherwise restricts Borrower from granting a security interest in Borrower’s interest in such license or agreement or any other property, or (b) for which a default under or termination of could interfere with the Assignee may make any amendments or sign any additional agreements to the Collateral documentation. The Assignee shall recognize such amendments to Collateral documents or additional agreements as binding and not make any complaints in this regard. The Loan Originator undertakes by making amendments or signing additional agreements to the Collateral documents to act in the interests of the Assignee with due care.
8.5. The Loan Originator shall keep all Collateral documentation and originals of the documents related to the registration of the pledge, including the land register certificate and the deed of commercial pledge registration. The Assignee understands and is informed that the Loan Originator has an obligation to ensure the confidentiality of the Borrowers’ personal data, therefore the Loan Originator shall not issue the documents related to the registration of pledge or their derivatives to the Assignee.
8.6. The Loan Originator by fulfilling the task provided by the Assignee pursuant to the Agreement has the Bank’s right to sell the Collateral any Collateral. Borrower shall provide written notice to Bank within ten (10) days of entering or a part thereof pursuant becoming bound by any such license or agreement (other than over-the-counter software that is commercially available to the Collateral documentation.
8.7public). The Assignee has an obligation immediatelyBorrower shall take such steps as Bank requests to obtain the consent of, but not later than within 5 or waiver by, any person whose consent or waiver is necessary for (fivex) Business Days from the receipt of Mintos all such licenses or the Loan Originator’s request to provide Mintos or the Loan Originator with all necessary authority, consents and permits for Mintos or the Loan Originator agreements to be able deemed “Collateral” and for Bank to execute have a security interest in it that might otherwise be restricted or prohibited by law or by the terms of any such license or agreement, whether now existing or entered into in the future, and (y) Bank to have the ability in the event of a liquidation of any Collateral to dispose of such Collateral in accordance with Bank’s rights and obligations specified in the Agreement.
8.8. The Assignee understands and is informed that Mintos remedies under this Agreement and the other Loan Originator are not obliged to disclose to Documents.” and inserting in lieu thereof the Assignee the information and/or documents related to the enforcement of the Collateral (if any) and/or other debt collection proceedings against the Borrower. The Assignee shall not make any complaints against Mintos, the Loan Originator and the Borrower in this regard.following:
Appears in 2 contracts
Sources: Loan Modification Agreement (Bridgeline Software, Inc.), Loan Modification Agreement (Bridgeline Software, Inc.)
Collateral. 8.1Borrower and each Guarantor have good title to its Collateral, free of Liens except Permitted Liens. This Section shall be applicable Borrower has no deposit accounts other than the deposit accounts with Bank, the deposit accounts, if any, described in the Perfection Certificate delivered to Bank in connection herewith, or of which Borrower has given Bank notice and taken such actions as are necessary to give Bank a perfected security interest therein. The Accounts are bona fide, existing obligations, and the service or property has been performed or delivered to the account debtor or its agent for immediate shipment to and unconditional acceptance by the account debtor. The Collateral is maintained at the locations set forth in the Perfection Certificate. The Collateral is not in the possession of any third party bailee (such as at a warehouse) except as provided in the Perfection Certificate. In the event that Borrower or any Guarantor, after the date hereof, intends to store or otherwise deliver the Collateral to a bailee, then Borrower and such Guarantor shall receive the prior written consent of Bank (such consent not to be unreasonably withheld), and such bailee must acknowledge in writing that the bailee is expressly indicated among other information about holding such Collateral for the Claim benefit of Bank. All Inventory is in all material respects of good and marketable quality, free from material defects. Borrower and Guarantors are the sole owner of its respective Intellectual Property, except for licenses granted to its customers in the Portal.
8.2ordinary course of business. The Loan Originator along with the Claim shall not transfer to the Assignee all rights related thereto To Borrower’s knowledge, each Patent is valid and existing at the moment enforceable, and no material part of the assignment arising Intellectual Property has been judged invalid or unenforceable, in whole or in part, and no claim has been made that any part of the Intellectual Property violates the rights of any third party except for any such claim that would not be expected to result in a Material Adverse Change. Borrower is not a party to, nor is bound by, any license or other agreement with respect to which Borrower is the licensee that prohibits or otherwise restricts Borrower from granting a security interest in Borrower’s interest in such license or agreement or any other property. Borrower shall take such steps as Bank requests to obtain the consent of, or waiver by, any person whose consent or waiver is necessary for all such licenses or contract rights to be deemed “Collateral. The Assignee understands ” and for Bank to have a security interest in it that might otherwise be restricted or prohibited by law or by the terms of any such license or agreement (such consent or authorization may include a licensor’s agreement to a contingent assignment of the Claim security interest incorporated license to Bank if Bank determines that is necessary in its good faith judgment), whether now existing or entered into in the Collateral is not re-registered in favour of the Assignee and remains registered in favour of the Loan Originatorfuture.
8.3. The Loan Originator handles all matters related to Collateral, including the registration, amending and cancellation of mortgages and commercial pledges, including submits and receives all necessary documents in the respective pledge registers.
8.4. The Assignee understands and agrees that the Loan Originator during the validity term of the Agreement without a prior coordination with the Assignee may make any amendments or sign any additional agreements to the Collateral documentation. The Assignee shall recognize such amendments to Collateral documents or additional agreements as binding and not make any complaints in this regard. The Loan Originator undertakes by making amendments or signing additional agreements to the Collateral documents to act in the interests of the Assignee with due care.
8.5. The Loan Originator shall keep all Collateral documentation and originals of the documents related to the registration of the pledge, including the land register certificate and the deed of commercial pledge registration. The Assignee understands and is informed that the Loan Originator has an obligation to ensure the confidentiality of the Borrowers’ personal data, therefore the Loan Originator shall not issue the documents related to the registration of pledge or their derivatives to the Assignee.
8.6. The Loan Originator by fulfilling the task provided by the Assignee pursuant to the Agreement has the right to sell the Collateral or a part thereof pursuant to the Collateral documentation.
8.7. The Assignee has an obligation immediately, but not later than within 5 (five) Business Days from the receipt of Mintos or the Loan Originator’s request to provide Mintos or the Loan Originator with all necessary authority, consents and permits for Mintos or the Loan Originator to be able to execute the rights and obligations specified in the Agreement.
8.8. The Assignee understands and is informed that Mintos and the Loan Originator are not obliged to disclose to the Assignee the information and/or documents related to the enforcement of the Collateral (if any) and/or other debt collection proceedings against the Borrower. The Assignee shall not make any complaints against Mintos, the Loan Originator and the Borrower in this regard.
Appears in 2 contracts
Sources: Loan and Security Agreement (Radisys Corp), Loan and Security Agreement (Radisys Corp)
Collateral. 8.1Borrower hereby grants to Holder a security interest in all inventory, machinery, equipment, stocks, bonds, notes, accounts receivable, any rights or claims that they may have against any other person, firm, or corporation for monies, choses in action, any bank accounts, checking accounts, certificates of deposit or any financial instrument, patents and intellectual property rights or any other assets owned by Borrower as of the date of this agreement, or hereafter acquired. This Section Borrower hereby represents that none of the collateral encumbered hereunder has been sold or assigned since the original promissory note of Borrower to Holder of January 26, 1999 and that the lien of the holder of this note is uninterrupted from January 26, 1999 and shall continue until this note is paid or otherwise disposed of in accordance with its terms and conditions. All collateral rights in intellectual property is subordinated to the Borrower's current licenses and future licenses provided, that with respect to future licenses, the consent of the Holder must be applicable if the Collateral is expressly indicated among other information about the Claim in the Portal.
8.2obtained, but such consent will not be unreasonably withheld. The Loan Originator along with patents and intellectual property which are licensed under the Claim shall not transfer to cross license agreement dated September 27, 1997, among NXT plc, New Transducers Limited, being related companies, the Assignee all rights related thereto Borrower and existing at the moment of the assignment arising NCT Audio Products, Inc. (or any successor agreements) are specifically excluded from the Collateralcollateral. The Assignee understands that by assignment There are approximately 20 pieces of intellectual property in which, under the Claim cross license agreement, Borrower may not, and hence does not herein, grant a security interest incorporated in the Collateral is not re-registered in favour of the Assignee and remains registered in favour of the Loan Originator.
8.3interest. The Loan Originator handles In addition, all matters related to Collateralagreements between NCT Audio Products, including the registration, amending and cancellation of mortgages and commercial pledges, including submits and receives all necessary documents in the respective pledge registers.
8.4. The Assignee understands and agrees that the Loan Originator during the validity term of the Agreement without a prior coordination with the Assignee may make any amendments or sign any additional agreements to the Collateral documentation. The Assignee shall recognize such amendments to Collateral documents or additional agreements as binding and not make any complaints in this regard. The Loan Originator undertakes by making amendments or signing additional agreements to the Collateral documents to act in the interests of the Assignee with due care.
8.5. The Loan Originator shall keep all Collateral documentation and originals of the documents related to the registration of the pledge, including the land register certificate and the deed of commercial pledge registration. The Assignee understands and is informed that the Loan Originator has an obligation to ensure the confidentiality of the Borrowers’ personal data, therefore the Loan Originator shall not issue the documents related to the registration of pledge or their derivatives to the Assignee.
8.6. The Loan Originator by fulfilling the task provided by the Assignee pursuant to the Agreement has the right to sell the Collateral or a part thereof pursuant to the Collateral documentation.
8.7. The Assignee has an obligation immediately, but not later than within 5 (five) Business Days from the receipt of Mintos or the Loan Originator’s request to provide Mintos or the Loan Originator with all necessary authority, consents and permits for Mintos or the Loan Originator to be able to execute the rights and obligations specified in the Agreement.
8.8. The Assignee understands and is informed that Mintos and the Loan Originator are not obliged to disclose to the Assignee the information and/or documents related to the enforcement of the Collateral (if any) and/or other debt collection proceedings against the Borrower. The Assignee shall not make any complaints against Mintos, the Loan Originator Inc. and the Borrower that relate to such agreement, and the stock of NCT Audio Products, Inc. owned by the Borrower, shall similarly be excluded from the security interest granted in this regardNote. If Borrower does not pay the debt or other obligations under this Note when due, the collateral may be sold in order to pay such debt and obligations, or same may be transferred to the name of the Holder, as Holder in her discretion decides. Holder may inspect the collateral at all reasonable times. Borrower further agrees that it will do anything reasonably requested by Holder in order to make Holder's security interest in the collateral legally effective including the execution of a UCC-1.
Appears in 2 contracts
Sources: Note Consolidation Agreement (NCT Group Inc), Convertible Note Purchase Agreement (NCT Group Inc)
Collateral. 8.1Borrower has good title to the Collateral, free of Liens except Permitted Liens. This Section shall be applicable if The Accounts designated as eligible accounts (Eligible Accounts, Eligible Retainage Accounts, Exim Eligible Foreign Accounts and Exim Eligible Foreign Retainage Accounts) in any borrowing base certificate, or other report submitted to Bank, are bona fide, existing obligations and the Collateral is expressly indicated among other information about service or property has been performed or delivered to the Claim account debtor or its agent (subject only to installation and warranty obligations arising in the Portal.
8.2ordinary course of Borrower's business), for immediate shipment to and unconditional acceptance by the account debtor (except in the case of Retainage Accounts where customary acceptance terms in the ordinary course of business shall apply). The Loan Originator along Borrower has no notice of any actual or imminent Insolvency Proceeding of any account debtor whose accounts are an eligible account in any borrowing base certificate. All Inventory designated as eligible inventory (Exim Eligible Foreign Inventory) in any borrowing base certificate, or other report submitted to Borrower, is in all material respects of good and marketable quality, free from material defects, except for Inventory for which adequate reserves have been made in accordance with GAAP, which reserves have been, and at all times will be, disclosed to Bank in Borrower's borrowing base certificates. Borrower is the Claim shall not transfer to the Assignee all rights related thereto and existing at the moment sole owner of the assignment arising Intellectual Property, except for: (i) non-exclusive licenses granted to others in the ordinary course of business, and (ii) joint ownership rights and licensing and cross-licensing agreements with respect to Intellectual Property entered into from time to time in connection with strategic relationships and development agreements, approved by Borrower's senior management, provided that such joint ownership rights, licenses and cross-licenses do not materially adversely impact Borrower's ability to conduct its business or the value of the Collateral. The Assignee understands that by assignment To the best of Borrower's knowledge and except as reported to Bank in writing, each of the Claim security Patents in which Borrower has an interest incorporated in the Collateral is not re-registered in favour valid and enforceable and no part of the Assignee Intellectual Property in which Borrower has an interest has been judged invalid or unenforceable, in whole or in part, and remains registered in favour no claim has been made that any part of the Loan Originator.
8.3. The Loan Originator handles all matters related to CollateralIntellectual Property in which Borrower has an interest violates the rights of any third party, including the registration, amending and cancellation of mortgages and commercial pledges, including submits and receives all necessary documents in the respective pledge registers.
8.4. The Assignee understands and agrees that the Loan Originator during the validity term of the Agreement without a prior coordination with the Assignee may make any amendments or sign any additional agreements except to the Collateral documentation. The Assignee shall recognize extent such amendments invalidity, unenforceability or claim could not reasonably be expected to Collateral documents or additional agreements as binding and not make any complaints in this regard. The Loan Originator undertakes by making amendments or signing additional agreements to the Collateral documents to act in the interests of the Assignee with due carecause a Material Adverse Change.
8.5. The Loan Originator shall keep all Collateral documentation and originals of the documents related to the registration of the pledge, including the land register certificate and the deed of commercial pledge registration. The Assignee understands and is informed that the Loan Originator has an obligation to ensure the confidentiality of the Borrowers’ personal data, therefore the Loan Originator shall not issue the documents related to the registration of pledge or their derivatives to the Assignee.
8.6. The Loan Originator by fulfilling the task provided by the Assignee pursuant to the Agreement has the right to sell the Collateral or a part thereof pursuant to the Collateral documentation.
8.7. The Assignee has an obligation immediately, but not later than within 5 (five) Business Days from the receipt of Mintos or the Loan Originator’s request to provide Mintos or the Loan Originator with all necessary authority, consents and permits for Mintos or the Loan Originator to be able to execute the rights and obligations specified in the Agreement.
8.8. The Assignee understands and is informed that Mintos and the Loan Originator are not obliged to disclose to the Assignee the information and/or documents related to the enforcement of the Collateral (if any) and/or other debt collection proceedings against the Borrower. The Assignee shall not make any complaints against Mintos, the Loan Originator and the Borrower in this regard.
Appears in 1 contract
Collateral. 8.1Borrower has good title to the Collateral, free of Liens except Permitted Liens. This Section shall be applicable if Borrower has no deposit account, other than the Collateral is expressly indicated among other information about the Claim deposit accounts with Lenders and deposit accounts described in the Portal.
8.2Perfection Certificate delivered to Lenders in connection herewith, except as provided in Section 6.6(b). The Loan Originator along with the Claim shall not transfer to the Assignee all rights related thereto and existing at the moment of the assignment arising from the Collateral. The Assignee understands that by assignment of the Claim security interest incorporated in the Collateral is not re-registered in favour the possession of any third party bailee (such as a warehouse) (not including customers of Borrower). Except as hereafter disclosed to the Lenders in writing by Borrower, none of the Assignee and remains registered in favour of the Loan Originator.
8.3. The Loan Originator handles all matters related to Collateral, including the registration, amending and cancellation of mortgages and commercial pledges, including submits and receives all necessary documents in the respective pledge registers.
8.4. The Assignee understands and agrees that the Loan Originator during the validity term of the Agreement without a prior coordination with the Assignee may make any amendments or sign any additional agreements to the Collateral documentation. The Assignee shall recognize such amendments to Collateral documents or additional agreements as binding and not make any complaints in this regard. The Loan Originator undertakes by making amendments or signing additional agreements to the Collateral documents to act in the interests of the Assignee with due care.
8.5. The Loan Originator shall keep all Collateral documentation and originals of the documents related to the registration of the pledge, including the land register certificate and the deed of commercial pledge registration. The Assignee understands and is informed that the Loan Originator has an obligation to ensure the confidentiality of the Borrowers’ personal data, therefore the Loan Originator shall not issue the documents related to the registration of pledge or their derivatives to the Assignee.
8.6. The Loan Originator by fulfilling the task provided by the Assignee pursuant to the Agreement has the right to sell the Collateral or a part thereof pursuant to the Collateral documentation.
8.7. The Assignee has an obligation immediately, but not later than within 5 (five) Business Days from the receipt of Mintos or the Loan Originator’s request to provide Mintos or the Loan Originator with all necessary authority, consents and permits for Mintos or the Loan Originator to be able to execute the rights and obligations specified in the Agreement.
8.8. The Assignee understands and is informed that Mintos and the Loan Originator are not obliged to disclose to the Assignee the information and/or documents related to the enforcement components of the Collateral shall be maintained at locations other than as provided in the Perfection Certificate (if anyexcept Collateral may be maintained at customer locations in the ordinary course of business). Borrower may maintain Inventory and Equipment with third parties provided that (i) and/or other debt collection proceedings against the value of such Inventory and Equipment does not exceed One Million Dollars ($1,000,000.00) at any time (not including Inventory and Equipment at customer locations), and (ii) Borrower provides Agent, within thirty (30) days of the end of each quarter, a written summary of the location of such Inventory and Equipment (not including Inventory and Equipment at customer locations). In the event that Borrower. The Assignee , after the date hereof, intends to store or otherwise deliver any portion of the Collateral to a bailee (not including Inventory and Equipment at customer locations), then Borrower will first receive the written consent of Lenders, which consent shall not make any complaints against Mintosbe unreasonably withheld, and such bailee must acknowledge in writing that the Loan Originator and bailee is holding such Collateral for the benefit of Lenders. Borrower is the sole owner of all material Intellectual Property, except for Intellectual Property licensed to Borrower in this regardthe ordinary course of business and non-exclusive licenses granted to its customers in the ordinary course of business. Each Patent is valid and enforceable and no material part of the Intellectual Property has been judged invalid or unenforceable, in whole or in part, and no claim has been made that any part of the Intellectual Property violates the rights of any third party, except to the extent such claim could not reasonably be expected to cause a Material Adverse Change.
Appears in 1 contract
Collateral. 8.1. This Section shall be applicable if (a) Borrower and Guarantor have good title to, has rights in, and the power to transfer each item of the Collateral is expressly indicated among upon which it purports to ▇▇▇▇▇ ▇ ▇▇▇▇ or any other information about security interest under the Claim Loan Documents, free and clear of any and all Liens except Permitted Liens, and, except for (i) the securities account in which the Pledged ARS are held and (ii) the Trust and Escrow Accounts, neither Borrower nor Guarantor has any Deposit Accounts, Securities Accounts, Commodity Accounts or other investment accounts other than the Collateral Accounts or the other investment accounts, if any, described in the PortalPerfection Certificates delivered to Collateral Agent in connection herewith with respect of which Borrower or Guarantor has given Collateral Agent notice and taken such actions as are necessary to give Collateral Agent a perfected security interest therein. The Accounts are bona fide, existing obligations of the Account Debtors.
8.2. The Loan Originator along with (b) On the Claim shall not transfer to the Assignee all rights related thereto and existing at the moment of the assignment arising from the Collateral. The Assignee understands that by assignment of the Claim security interest incorporated in Effective Date, the Collateral is not re-registered in favour the possession of any third party bailee (such as a warehouse), except as disclosed in the Perfection Certificates. None of the Assignee and remains registered in favour components of the Loan OriginatorCollateral shall be maintained at locations other than as disclosed in the Perfection Certificates on the Effective Date or as permitted pursuant to Section 7.2. In the event that Borrower, after the Effective Date, intends to store or otherwise deliver to a bailee any portion of the Collateral having a value of Fifty Thousand Dollars ($50,000) or greater, then Borrower or Guarantor, as applicable, will first receive the written consent of Collateral Agent and such bailee must execute and deliver a bailee agreement in form and substance reasonably satisfactory to Collateral Agent.
8.3. The Loan Originator handles (c) All Inventory is in all matters related material respects of good and marketable quality, free from material defects.
(d) Borrower and Guarantor are the sole owners of the Intellectual Property each respectively purports to Collateralown, including the registration, amending and cancellation of mortgages and commercial pledges, including submits and receives all necessary documents except for non-exclusive licenses granted to its customers in the respective pledge registers.
8.4ordinary course of business. The Assignee understands Each of Borrower’s and agrees Guarantor’s Patents is valid and enforceable and no part of Borrower’s or Guarantor’s Intellectual Property has been judged invalid or unenforceable, in whole or in part, and to the best of Borrower’s and Guarantor’s knowledge, no claim has been made that the Loan Originator during Intellectual Property or any practice by Borrower or Guarantor violates the validity term rights of the Agreement without a prior coordination with the Assignee may make any amendments or sign any additional agreements third party except to the extent such claim could not reasonably be expected to have a material adverse effect on Borrower’s or Guarantor’s business. Except as noted on the Perfection Certificates, neither Borrower nor Guarantor is a party to, nor is bound by, any material license or other agreement with respect to which Borrower or Guarantor is the licensee that (i) prohibits or otherwise restricts Borrower or Guarantor from granting a security interest in Borrower’s or Guarantor’s interest in such license or agreement or any other property, or (ii) for which a default under or termination of could interfere with Collateral documentation. The Assignee shall recognize such amendments to Collateral documents or additional agreements as binding and not make any complaints in this regard. The Loan Originator undertakes by making amendments or signing additional agreements to the Collateral documents to act in the interests of the Assignee with due care.
8.5. The Loan Originator shall keep all Collateral documentation and originals of the documents related to the registration of the pledge, including the land register certificate and the deed of commercial pledge registration. The Assignee understands and is informed that the Loan Originator has an obligation to ensure the confidentiality of the Borrowers’ personal data, therefore the Loan Originator shall not issue the documents related to the registration of pledge or their derivatives to the Assignee.
8.6. The Loan Originator by fulfilling the task provided by the Assignee pursuant to the Agreement has the Agent’s right to sell the any Collateral. Borrower and Guarantor shall provide written notice to Collateral Agent within ten (10) days of entering or a part thereof pursuant becoming bound by any such license or agreement (other than over-the-counter software that is commercially available to the public). Borrower and Guarantor shall take such steps as Collateral documentation.
8.7. The Assignee has an obligation immediatelyAgent requests to obtain the consent of, but not later than within 5 or waiver by, any person whose consent or waiver is necessary for (fivei) Business Days from the receipt of Mintos all such licenses or the Loan Originator’s request to provide Mintos or the Loan Originator with all necessary authority, consents and permits for Mintos or the Loan Originator agreements to be able deemed “Collateral” and for Collateral Agent to execute have a security interest in it that might otherwise be restricted or prohibited by law or by the terms of any such license or agreement, whether now existing or entered into in the future, and (ii) Collateral Agent shall have the ability in the event of a liquidation of any Collateral to dispose of such Collateral in accordance with Collateral Agent’s rights and obligations specified in the Agreement.
8.8. The Assignee understands and is informed that Mintos remedies under this Agreement and the other Loan Originator are not obliged to disclose to the Assignee the information and/or documents related to the enforcement of the Collateral (if any) and/or other debt collection proceedings against the Borrower. The Assignee shall not make any complaints against Mintos, the Loan Originator and the Borrower in this regardDocuments.
Appears in 1 contract
Collateral. 8.1. This Section shall be applicable if Borrower has good title to, has rights in, and the power to transfer each item of the Collateral is expressly indicated among upon which it purports to ▇▇▇▇▇ ▇ ▇▇▇▇ hereunder, free and clear of any and all Liens except Permitted Liens. Borrower has no deposit accounts other information about than the Claim deposit accounts with Bank, the deposit accounts, if any, described in the Portal.
8.2Perfection Certificate delivered to Bank in connection herewith, or of which Borrower has given Bank notice and taken such actions as are necessary to give Bank a perfected security interest therein. The Loan Originator along with the Claim shall not transfer to the Assignee all rights related thereto and Accounts are bona fide, existing at the moment obligations of the assignment arising from the CollateralAccount Debtors. The Assignee understands that by assignment of the Claim security interest incorporated in the Collateral is not re-registered in favour the possession of any third party bailee (such as a warehouse) except as otherwise provided in the Perfection Certificate. None of the Assignee and remains registered in favour of the Loan Originator.
8.3. The Loan Originator handles all matters related to Collateral, including the registration, amending and cancellation of mortgages and commercial pledges, including submits and receives all necessary documents in the respective pledge registers.
8.4. The Assignee understands and agrees that the Loan Originator during the validity term of the Agreement without a prior coordination with the Assignee may make any amendments or sign any additional agreements to the Collateral documentation. The Assignee shall recognize such amendments to Collateral documents or additional agreements as binding and not make any complaints in this regard. The Loan Originator undertakes by making amendments or signing additional agreements to the Collateral documents to act in the interests of the Assignee with due care.
8.5. The Loan Originator shall keep all Collateral documentation and originals of the documents related to the registration of the pledge, including the land register certificate and the deed of commercial pledge registration. The Assignee understands and is informed that the Loan Originator has an obligation to ensure the confidentiality of the Borrowers’ personal data, therefore the Loan Originator shall not issue the documents related to the registration of pledge or their derivatives to the Assignee.
8.6. The Loan Originator by fulfilling the task provided by the Assignee pursuant to the Agreement has the right to sell the Collateral or a part thereof pursuant to the Collateral documentation.
8.7. The Assignee has an obligation immediately, but not later than within 5 (five) Business Days from the receipt of Mintos or the Loan Originator’s request to provide Mintos or the Loan Originator with all necessary authority, consents and permits for Mintos or the Loan Originator to be able to execute the rights and obligations specified in the Agreement.
8.8. The Assignee understands and is informed that Mintos and the Loan Originator are not obliged to disclose to the Assignee the information and/or documents related to the enforcement components of the Collateral (if any) and/or shall be maintained at locations other debt collection proceedings against than as provided in the Perfection Certificate or as permitted pursuant to Section 7.2. In the event that Borrower. The Assignee , after the date hereof, intends to store or otherwise deliver any portion of the Collateral to a bailee, then Borrower will first receive the written consent of Bank and such bailee must execute and deliver a bailee agreement in form and substance satisfactory to Bank in its sole discretion; provided, however, that notwithstanding the foregoing, Borrower shall not make be required to obtain the consent of Bank and shall not be required to obtain a bailee agreement with respect to (i) any complaints against Mintosdemonstration equipment that is delivered to any of Borrower’s customers in the ordinary course of business provided that the value of such equipment does not exceed Three Million Five Hundred Dollars ($3,500,000) in the aggregate and (ii) any raw materials and inventory located at various vendor and contract manufacturer sites pursuant to supply and/or manufacturing agreements. Except as otherwise disclosed to Bank in writing, Borrower is the Loan Originator sole owner of its intellectual property, except for (i) intellectual property licensed from third parties, (ii) non-exclusive licenses granted to its distributors and customers in the ordinary course of business and licenses that may be exclusive in some respects other than territory (and/or that may be exclusive as to territory only in discreet geographical areas outside of the United States), but that could not result in a legal transfer of Borrower’s title in the licensed property. To the best of Borrower’s knowledge, each patent is valid and enforceable, and except for patents in re-examination proceedings in the U.S. Patent and Trademark Office, no part of the intellectual property has been judged invalid or unenforceable, in whole or in part, and to the best of Borrower’s knowledge, no claim has been made that any part of the intellectual property violates the rights of any third party except to the extent such claim could not reasonably be expected to have a material adverse effect on Borrower’s business. Except as noted on the Perfection Certificate, Borrower is not a party to, nor is bound by, any material license or other material agreement with respect to which Borrower is the licensee of intellectual property that prohibits or otherwise restricts Borrower from granting a security interest in Borrower’s interest in such license or agreement. Borrower shall provide written notice to Bank within ten (10) days of entering or becoming bound by any such license or agreement (other than over-the-counter software that is commercially available to the public). Borrower shall take such steps as Bank reasonably requests to obtain the consent of, or waiver by, any person whose consent or waiver is necessary for (x) all such licenses or agreements to be deemed “Collateral” and for Bank to have a security interest in it that might otherwise be restricted or prohibited by law or by the terms of any such license or agreement, whether now existing or entered into in the future, and (y) Bank to have the ability in the event of a liquidation of any Collateral to dispose of such Collateral in accordance with Bank’s rights and remedies under this Agreement and the Borrower in this regardother Loan Documents.
Appears in 1 contract
Collateral. 8.1Borrower has good title to, has rights in, and the power to transfer each item of the Collateral upon which it purports to ▇▇▇▇▇ ▇ ▇▇▇▇ hereunder, free and clear of any and all Liens except Permitted Liens. This Section Borrower has no deposit accounts other than the deposit accounts with Bank, the deposit accounts, if any, described in the Perfection Certificate delivered to Bank in connection herewith, or of which Borrower has given Bank notice and taken such actions as are necessary to give Bank a perfected security interest therein. The Accounts are bona fide, existing obligations of the Account Debtors. The Collateral is not in the possession of any third party bailee (such as a warehouse) except as otherwise provided in the Perfection Certificate. None of the components of the Collateral shall be applicable if maintained at locations other than as provided in the Perfection Certificate or as Borrower has given Bank notice pursuant to Section 7.2. In the event that Borrower, after the date hereof, intends to store or otherwise deliver any portion of the Collateral to a bailee, then Borrower will first receive the written consent of Bank and such bailee must execute and deliver a bailee agreement in form and substance satisfactory to Bank in its reasonable discretion. Except as noted on the Perfection Certificate, Borrower is expressly indicated among not a party to, nor is bound by, any material license or other information about agreement with respect to which Borrower is the Claim licensee that prohibits or otherwise restricts Borrower from granting a security interest in the Portal.
8.2Borrower's interest in such license or agreement or any other property. The Loan Originator along with the Claim Borrower shall not transfer provide written notice to Bank within ten (10) days of entering or becoming bound by any such license or agreement which is reasonably likely to have a material impact on Borrower's business or financial condition (other than over-the-counter software that is commercially available to the Assignee public). Borrower shall take such steps as Bank requests to obtain the consent of, or waiver by, any person whose consent or waiver is necessary for all such licenses or contract rights related thereto to be deemed "Collateral" and existing at for Bank to have a security interest in it that might otherwise be restricted or prohibited by law or by the moment terms of the assignment arising from the Collateral. The Assignee understands that by any such license or agreement (such consent or authorization may include a licensor's agreement to a contingent assignment of the Claim security interest incorporated license to Bank if Bank determines that is necessary in its good faith judgment), whether now existing or entered into in the Collateral is not re-registered in favour of the Assignee and remains registered in favour of the Loan Originatorfuture.
8.3. The Loan Originator handles all matters related to Collateral, including the registration, amending and cancellation of mortgages and commercial pledges, including submits and receives all necessary documents in the respective pledge registers.
8.4. The Assignee understands and agrees that the Loan Originator during the validity term of the Agreement without a prior coordination with the Assignee may make any amendments or sign any additional agreements to the Collateral documentation. The Assignee shall recognize such amendments to Collateral documents or additional agreements as binding and not make any complaints in this regard. The Loan Originator undertakes by making amendments or signing additional agreements to the Collateral documents to act in the interests of the Assignee with due care.
8.5. The Loan Originator shall keep all Collateral documentation and originals of the documents related to the registration of the pledge, including the land register certificate and the deed of commercial pledge registration. The Assignee understands and is informed that the Loan Originator has an obligation to ensure the confidentiality of the Borrowers’ personal data, therefore the Loan Originator shall not issue the documents related to the registration of pledge or their derivatives to the Assignee.
8.6. The Loan Originator by fulfilling the task provided by the Assignee pursuant to the Agreement has the right to sell the Collateral or a part thereof pursuant to the Collateral documentation.
8.7. The Assignee has an obligation immediately, but not later than within 5 (five) Business Days from the receipt of Mintos or the Loan Originator’s request to provide Mintos or the Loan Originator with all necessary authority, consents and permits for Mintos or the Loan Originator to be able to execute the rights and obligations specified in the Agreement.
8.8. The Assignee understands and is informed that Mintos and the Loan Originator are not obliged to disclose to the Assignee the information and/or documents related to the enforcement of the Collateral (if any) and/or other debt collection proceedings against the Borrower. The Assignee shall not make any complaints against Mintos, the Loan Originator and the Borrower in this regard.
Appears in 1 contract
Collateral. 8.1(a) Each Issuer has good title to, has rights in, and the power to transfer each item of the Collateral upon which it purports to ▇▇▇▇▇ ▇ ▇▇▇▇ hereunder and under the other Note Documents, free and clear of any and all Liens except Permitted Liens. This The Issuers have no Deposit Accounts, Securities Accounts or Commodities Accounts other than the Deposit Accounts, Securities Accounts and Commodities Accounts described in the Perfection Certificates delivered to Note Agent in connection herewith. From and after the date that is 30 days after the date of this Agreement (or such later date as extended by Note Agent in its sole discretion pursuant to Section 6.15(b)), the Issuers will have taken such actions as are necessary to grant Note Agent for the benefit of itself and the Purchasers a perfected security interest in all Deposit Accounts, Securities Accounts or Commodities Accounts, except for Excluded Accounts. The Accounts are bona fide, existing obligations of the Account Debtors. The Indebtedness related to that certain UCC-1 financing statement filed with the Delaware Department of State on January 10, 2007 with the initial filing number of 2007 0136019 by General Electric Capital Corporation against Comverge has been paid in full, no letters of credit issued in connection therewith remain outstanding and all commitments to extend credit related to such Indebtedness have been permanently terminated.
(b) The Collateral is not in the possession of any third party bailee (such as a warehouse) except as otherwise provided in the Perfection Certificates. None of the components of the Collateral shall be applicable if maintained at locations other than as provided in the Perfection Certificates or as permitted pursuant to Section 7.2. In the event that any Issuer, after the date hereof, intends to store or otherwise deliver any portion of the Collateral with an aggregate value in excess of Five Hundred Thousand Dollars ($500,000) to a bailee, then such Issuer will obtain a bailee agreement executed by such bailee in form and substance reasonably satisfactory to Note Agent and deliver the same to Note Agent.
(c) Each Note Party is expressly indicated among other information about the Claim sole owner of all intellectual property that is material to its business, except for non-exclusive licenses granted to its customers in the Portal.
8.2ordinary course of business. The Loan Originator along Each patent owned by any Note Party is valid and enforceable, and no part of the intellectual property owned by each Note Party has been judged invalid or unenforceable, in whole or in part, and to the best of the Issuers’ knowledge, no claim has been made that any part of the intellectual property violates the rights of any third party except to the extent such invalidity, unenforceability or claim could not reasonably be expected to cause a Material Adverse Change. Except as noted on the applicable Perfection Certificate, each Issuer is not a party to, nor is bound by, any material license or other agreement with respect to which any Issuer is the licensee (i) that prohibits or otherwise restricts any Issuer from granting a security interest in such Issuer’s interest in such license or agreement or any other property, or (ii) for which a default under or termination of could interfere with the Claim shall not transfer Note Agent’s right to the Assignee all rights related thereto and existing at the moment of the assignment arising from the sell any Collateral. The Assignee understands Issuers shall provide written notice to Note Agent within thirty (30) days of entering or becoming bound by any such license or agreement (other than over-the-counter software that by assignment is commercially available to the public). The Issuers shall take such steps as Note Agent requests to obtain the consent of, or waiver by, any person whose consent or waiver is necessary for (y) all such licenses or agreements to be deemed “Collateral” and for Note Agent (for the benefit of itself and the Claim Purchasers) to have a security interest incorporated in it that might otherwise be restricted or prohibited by law or by the terms of any such license or agreement, whether now existing or entered into in the Collateral is not re-registered in favour of future, and (z) Note Agent to have the Assignee and remains registered in favour of the Loan Originator.
8.3. The Loan Originator handles all matters related to Collateral, including the registration, amending and cancellation of mortgages and commercial pledges, including submits and receives all necessary documents ability in the respective pledge registers.
8.4. The Assignee understands and agrees that the Loan Originator during the validity term event of the Agreement without a prior coordination liquidation of any Collateral to dispose of such Collateral in accordance with the Assignee may make any amendments or sign any additional agreements to the Collateral documentation. The Assignee shall recognize such amendments to Collateral documents or additional agreements as binding and not make any complaints in this regard. The Loan Originator undertakes by making amendments or signing additional agreements to the Collateral documents to act in the interests of the Assignee with due care.
8.5. The Loan Originator shall keep all Collateral documentation and originals of the documents related to the registration of the pledge, including the land register certificate Note Agent’s and the deed of commercial pledge registration. The Assignee understands and is informed that the Loan Originator has an obligation to ensure the confidentiality of the BorrowersPurchasers’ personal data, therefore the Loan Originator shall not issue the documents related to the registration of pledge or their derivatives to the Assignee.
8.6. The Loan Originator by fulfilling the task provided by the Assignee pursuant to the Agreement has the right to sell the Collateral or a part thereof pursuant to the Collateral documentation.
8.7. The Assignee has an obligation immediately, but not later than within 5 (five) Business Days from the receipt of Mintos or the Loan Originator’s request to provide Mintos or the Loan Originator with all necessary authority, consents and permits for Mintos or the Loan Originator to be able to execute the rights and obligations specified in the Agreement.
8.8. The Assignee understands and is informed that Mintos remedies under this Agreement and the Loan Originator are not obliged to disclose to the Assignee the information and/or documents related to the enforcement of the Collateral (if any) and/or other debt collection proceedings against the Borrower. The Assignee shall not make any complaints against Mintos, the Loan Originator and the Borrower in this regardNote Documents.
Appears in 1 contract
Sources: Note Purchase and Security Agreement (Comverge, Inc.)
Collateral. 8.1. This Section shall be applicable if Borrower has good title to, has rights in, and the power to ▇▇▇▇▇ ▇ ▇▇▇▇ to Lender in each item of the Collateral upon which it purports to ▇▇▇▇▇ ▇ ▇▇▇▇ under the Loan Documents to which it is expressly indicated among a party, free and clear of any and all Liens except Permitted Liens. Borrower does not have any deposit accounts other information about than the Claim deposit accounts with Silicon Valley Bank, the deposit accounts, if any, described in the Portal.
8.2Perfection Certificate delivered to Lender in connection herewith, or of which Borrower has given Lender notice and taken such actions as are necessary to give Lender a perfected security interest therein. The Loan Originator along with the Claim shall not transfer to the Assignee all rights related thereto and existing at the moment of the assignment arising from the Collateral. The Assignee understands that by assignment of the Claim security interest incorporated in the Collateral is not re-registered in favour the possession of any third party bailee (such as a warehouse) except as otherwise provided in the Perfection Certificate; and the book value of any such Collateral does not exceed $250,000. None of the Assignee and remains registered in favour components of the Loan Originator.
8.3. The Loan Originator handles all matters related to Collateral, including the registration, amending and cancellation of mortgages and commercial pledges, including submits and receives all necessary documents Collateral shall be maintained at locations other than as provided in the respective pledge registers.
8.4. The Assignee understands and agrees that the Loan Originator during the validity term of the Agreement without a prior coordination with the Assignee may make any amendments Perfection Certificate or sign any additional agreements to the Collateral documentation. The Assignee shall recognize such amendments to Collateral documents or additional agreements as binding and not make any complaints in this regard. The Loan Originator undertakes by making amendments or signing additional agreements to the Collateral documents to act in the interests of the Assignee with due care.
8.5. The Loan Originator shall keep all Collateral documentation and originals of the documents related to the registration of the pledge, including the land register certificate and the deed of commercial pledge registration. The Assignee understands and is informed that the Loan Originator has an obligation to ensure the confidentiality of the Borrowers’ personal data, therefore the Loan Originator shall not issue the documents related to the registration of pledge or their derivatives to the Assignee.
8.6. The Loan Originator by fulfilling the task provided by the Assignee permitted pursuant to Section 7.2. In the Agreement has event that Borrower, after the right date hereof, intends to sell the Collateral store or a part thereof pursuant to the Collateral documentation.
8.7. The Assignee has an obligation immediately, but not later than within 5 (five) Business Days from the receipt of Mintos or the Loan Originator’s request to provide Mintos or the Loan Originator with all necessary authority, consents and permits for Mintos or the Loan Originator to be able to execute the rights and obligations specified in the Agreement.
8.8. The Assignee understands and is informed that Mintos and the Loan Originator are not obliged to disclose to the Assignee the information and/or documents related to the enforcement otherwise deliver any portion of the Collateral (if anyhaving an aggregate book value in excess of $250,000) and/or to a bailee, then Borrower will first receive the written consent of Lender and such bailee must execute and deliver a bailee agreement in form and substance satisfactory to Lender in its sole discretion. None of the Collateral (other debt collection proceedings against than office equipment and furniture having an aggregate book value not in excess of $10,000) is now, or will at any time during the term hereof, be located at or in Borrower’s leased premises in New Jersey. The Assignee shall Borrower is the sole owner of the Intellectual Property which it owns or purports to own except for (a) (i) non-exclusive licenses of Intellectual Property granted to third parties in the ordinary course of business, and (ii) licenses of Intellectual Property that could not make result in a legal transfer of title of the licensed property that may be exclusive in respects other than territory and that may be exclusive as to territory only as to discreet geographical areas outside of the United States, (b) over-the-counter software that is commercially available to the public, and (c) Intellectual Property licensed to Borrower and, to the extent constituting material Intellectual Property, as noted on the Perfection Certificate. Each Patent which it owns or purports to own and which is material to Borrower’s business is valid and enforceable, and no part of the Intellectual Property which Borrower owns or purports to own and which is material to Borrower’s business has been judged invalid or unenforceable, in whole or in part. To the best of Borrower’s knowledge, no claim has been made that any complaints against Mintospart of the Intellectual Property violates the rights of any third party except to the extent such claim would not reasonably be expected to have a material adverse effect on Borrower’s business. Except as noted on the Perfection Certificate, the Loan Originator and the Borrower in this regardis not a party to, nor is it bound by, any Restricted License.
Appears in 1 contract
Sources: Loan and Security Agreement (Titan Pharmaceuticals Inc)
Collateral. 8.113.3.1. This Filene’s agrees that upon receipt of written notice from Supplier’s Lender referring to this Section 13, Filene’s will hold Supplier’s Proceeds from the Collateral for the account of Supplier’s Lender and subject to Supplier’s Lender’s instructions and shall release such proceeds only to Supplier’s Lender or as otherwise directed by a court. Any such payments shall be applicable if made free of any set-off, reduction, or counterclaim, (including, without limitation, any set-off, reduction or counterclaim based upon any alleged breach by Supplier of this Agreement). Supplier agrees to indemnify and hold harmless Filene’s for complying with any notice purporting to be the written notice of Supplier’s Lender.
13.3.2. Upon receipt of Lender’s Default Notice (as defined below), Filene’s agrees to provide Supplier’s Lender with all reasonably requested reporting regarding the Collateral that it would otherwise provide to Supplier.
13.3.3. Filene’s agrees that, in addition to its obligations under this Section 13, upon receipt of written notice from Supplier’s Lender (“Lender’s Default Notice”) referring to this Section 13.3 that represents to Filene’s that there is expressly indicated among other information about the Claim occurrence and continuance of a default under the financing arrangements between Supplier and Supplier’s Lender and stating the intent of Supplier’s Lender to exercise its remedies as a result of the occurrence of such default, such Lender’s Default Notice shall constitute a termination of the Supply Right and Filene’s shall hold the Supplier’s Proceeds for the account of Supplier’s Lender and subject to the instructions of Supplier’s Lender. In that regard, Supplier’s Lender may elect to immediately remove the Collateral or it may sell the then existing inventory of Collateral Merchandise subject to Section 7.5 for a period of up to ninety (90) days after Filene’s receipt of Lender’s Default Notice (but in no event later than the then current termination date of this Agreement) and in connection with such sale, Filene’s shall comply with its obligations under this Agreement to the same extent as if Supplier’s Lender were the Supplier. At the end of such sale, and subject to the provisions of Section 5 hereof, the Supplier’s Lender may repossess and remove any remaining Collateral from the Filene’s locations, as Supplier’s Lender in its discretion may elect; provided, however, that Supplier’s Lender agrees to the removal of such Collateral only in accordance with such reasonable limitations on the time and manner of such removal as Filene’s shall require which limitations are intended to avoid disruption of Filene’s normal operations or any possible confusion in the Portal.
8.2mind of the public as to whether any of Filene’s assets are being removed. The Loan Originator along In connection with any sale of the Claim Collateral Merchandise from Filene’s premises, all advertising with respect to such sale shall be subject to the prior approval of Filene’s (which approval shall not transfer be unreasonably withheld and given promptly so as not to unreasonably delay the Assignee all rights related thereto and existing at exercise of Supplier’s Lender’s rights). Filene’s shall not be deemed to have failed to have acted in good faith or unreasonably withheld approval by refusing to approve any advertising which refers to any “going out of business sale”, “liquidation” or similar terms or which could create any possible confusion in the moment mind of the assignment public as to whether any of Filene’s assets are being liquidated. Upon any removal of the Collateral in accordance with this Agreement, Supplier’s Lender shall not be liable for any diminution in the value of Filene’s business which is caused by the termination of the Supply Right or the removal or absence of the Collateral; provided however, Supplier’s Lender does hereby agree to indemnify and hold harmless Filene’s from (i) all damages and costs of defense (including reasonable attorneys’’ fees) arising from the Collateralclaims of any and all third parties, including, without limitation, Supplier, against Filene’s for complying with any directions of Supplier’s Lender, except to the extent Filene’s is finally determined by a court of competent jurisdiction to have committed willful misconduct or to have acted in a grossly negligent manner or in actual bad faith; and (ii) any costs, damages or expenses to Filene’s tangible property or third party claims for personal injury arising as a result of Supplier’s Lender exercising its rights hereunder.
13.3.4. The Assignee understands that by assignment Nothing contained herein shall obligate Supplier’s Lender to undertake any such action, nor shall anything contained herein constitute the Supplier’s Lender’s assumption of any obligations of the Claim security interest incorporated in Supplier under this Agreement. However, to the extent and during the period of Supplier’s Lender’s exercise of control over the Collateral is not re-registered while in favour of Filene’s stores, Supplier’s Lender agrees to abide by the Assignee and remains registered in favour of the Loan Originator.
8.3. The Loan Originator handles all matters related to Collateral, including the registration, amending and cancellation of mortgages and commercial pledges, including submits and receives all necessary documents in the respective pledge registers.
8.4. The Assignee understands and agrees that the Loan Originator during the validity term of the Agreement without a prior coordination with the Assignee may make any amendments or sign any additional agreements terms hereof as they relate to the Collateral documentationand Filene’s right to its 20% split of the Net Sales.
13.3.5. The Assignee Filene’s will provide to the Supplier’s Lender, as and when forwarded or furnished to the Supplier, a copy of any formal notice of any breach by Supplier (with the same degree of particularity as Filene’s provides Supplier) of this Agreement given by Filene’s to the Supplier and any notice of termination of this Agreement. Filene’s acknowledges that Supplier’s Lender shall recognize have the right but not the obligation to cure any such amendments to Collateral documents or additional agreements as binding and not make any complaints breach within the time frames and/or conditions set forth in this regard. The Loan Originator undertakes by making amendments or signing additional agreements Agreement which are otherwise applicable to the Collateral documents to act in the interests of the Assignee with due careSupplier.
8.5. The Loan Originator shall keep all Collateral documentation and originals of the documents related to the registration of the pledge, including the land register certificate and the deed of commercial pledge registration. The Assignee understands and is informed that the Loan Originator has an obligation to ensure the confidentiality of the Borrowers’ personal data, therefore the Loan Originator shall not issue the documents related to the registration of pledge or their derivatives to the Assignee.
8.6. The Loan Originator by fulfilling the task provided by the Assignee pursuant to the Agreement has the right to sell the Collateral or a part thereof pursuant to the Collateral documentation.
8.7. The Assignee has an obligation immediately, but not later than within 5 (five) Business Days from the receipt of Mintos or the Loan Originator’s request to provide Mintos or the Loan Originator with all necessary authority, consents and permits for Mintos or the Loan Originator to be able to execute the rights and obligations specified in the Agreement.
8.8. The Assignee understands and is informed that Mintos and the Loan Originator are not obliged to disclose to the Assignee the information and/or documents related to the enforcement of the Collateral (if any) and/or other debt collection proceedings against the Borrower. The Assignee shall not make any complaints against Mintos, the Loan Originator and the Borrower in this regard.
Appears in 1 contract
Collateral. 8.1. This Section shall be applicable if (a) Except as set forth on Schedule 3.16(a), no financing statement, mortgage, notice of judgment or any other similar instrument covering all or any part of the Collateral is expressly indicated among other information about and naming the Claim Company or any Company Subsidiary or any predecessor in the Portal.
8.2. The Loan Originator along title with the Claim shall not transfer to the Assignee all rights related thereto and existing at the moment of the assignment arising from the Collateral. The Assignee understands that by assignment of the Claim security interest incorporated in the Collateral is not re-registered in favour of the Assignee and remains registered in favour of the Loan Originator.
8.3. The Loan Originator handles all matters related to Collateral, including the registration, amending and cancellation of mortgages and commercial pledges, including submits and receives all necessary documents in the respective pledge registers.
8.4. The Assignee understands and agrees that the Loan Originator during the validity term of the Agreement without a prior coordination with the Assignee may make any amendments or sign any additional agreements respect to the Collateral documentationas debtor is on file in any applicable public office except those that may have been filed by the Company and the Company Subsidiaries in favor of Purchasers pursuant to this Agreement or those that relate to Permitted Liens.
(b) The Company and the Company Subsidiaries are the sole and lawful owners of all Collateral, free and clear of any and all Liens, except for the Liens granted or allowed under this Agreement and Permitted Liens.
(c) Upon appropriate financing statements having been filed in the jurisdictions listed on Schedule 3.16(c) attached hereto, this Agreement is and will be effective to create a valid and perfected first priority Lien on and first priority perfected security interest in (subject to any Permitted Liens) the Collateral as to which filing is a permitted method of perfection, securing the payment to Purchasers and performance of the Subordinated Obligations. Assuming the filing of appropriate financing statements in the jurisdictions listed on Schedule 3.16(c) attached hereto, all filings and other actions necessary to perfect and protect Purchasers' security interests have been duly taken, and those security interests are enforceable against creditors and purchasers from the Company and the Company Subsidiaries. The Assignee shall recognize such amendments Company agrees to Collateral documents or additional agreements as binding cooperate fully with Purchasers and not make any complaints in this regard. The Loan Originator undertakes by making amendments or signing additional agreements to the Collateral documents take all actions reasonably necessary to act assist Purchasers in the interests filing and perfection of the Assignee with due care.
8.5. The Loan Originator shall keep all Collateral documentation and originals of the documents related to the registration of the pledge, including the land register certificate and the deed of commercial pledge registration. The Assignee understands and is informed that the Loan Originator has an obligation to ensure the confidentiality of the Borrowers’ personal data, therefore the Loan Originator shall not issue the documents related to the registration of pledge or their derivatives to the Assignee.
8.6. The Loan Originator by fulfilling the task provided by the Assignee security interests created pursuant to the Agreement has the right to sell the Collateral or a part thereof pursuant to the Collateral documentation.
8.7. The Assignee has an obligation immediately, but not later than within 5 (five) Business Days from the receipt of Mintos or the Loan Originator’s request to provide Mintos or the Loan Originator with all necessary authority, consents and permits for Mintos or the Loan Originator to be able to execute the rights and obligations specified in the this Agreement.
8.8. (d) The Assignee understands Company and is informed that Mintos each Company Subsidiary's principal place of business, chief executive office and the Loan Originator place where its records concerning the Collateral are kept is located at its address as set forth on Schedule 3.16(d) attached hereto.
(e) The Accounts are bona fide existing obligations created by the rendition of services to Account Debtors in the ordinary course of the applicable Borrower's business, unconditionally owed to the Company or the Company Subsidiary, as applicable, without defenses, disputes, offsets, counterclaims or rights of return or cancellation that are not obliged to disclose to generally granted within the Assignee the information and/or documents related to the enforcement industry of the Collateral (if any) and/or other debt collection proceedings against Company or such Company Subsidiary. Neither the Borrower. The Assignee shall not make Company nor any complaints against MintosCompany Subsidiary has received notice of actual or imminent bankruptcy, insolvency or material impairment of the Loan Originator and the Borrower in this regardfinancial condition of any Account Debtor regarding any Account.
Appears in 1 contract
Sources: Note and Equity Purchase Agreement (New Valley Corp)
Collateral. 8.1. This Section shall be applicable if Borrower has good title, has rights in, and the power to transfer each item of the Collateral is expressly indicated among upon which it purports to ▇▇▇▇▇ ▇ ▇▇▇▇ hereunder, free and clear of any and all Liens except Permitted Liens. Borrower has no deposit accounts other information about than the Claim deposit accounts with Bank, the deposit accounts, if any, described in the Portal.
8.2Perfection Certificate delivered to Bank in connection herewith, or of which Borrower has given Bank notice and taken such actions as are necessary to give Bank a perfected security interest therein. The Loan Originator along with the Claim shall not transfer to the Assignee all rights related thereto and accounts are bona fide, existing at the moment obligations of the assignment arising from the CollateralAccount Debtors. The Assignee understands that by assignment of the Claim security interest incorporated in the Collateral is not re-registered in favour the possession of any third party bailee (such as a warehouse) except as otherwise provided in the Perfection Certificate. None of the Assignee and remains registered in favour of the Loan Originator.
8.3. The Loan Originator handles all matters related to Collateral, including the registration, amending and cancellation of mortgages and commercial pledges, including submits and receives all necessary documents in the respective pledge registers.
8.4. The Assignee understands and agrees that the Loan Originator during the validity term of the Agreement without a prior coordination with the Assignee may make any amendments or sign any additional agreements to the Collateral documentation. The Assignee shall recognize such amendments to Collateral documents or additional agreements as binding and not make any complaints in this regard. The Loan Originator undertakes by making amendments or signing additional agreements to the Collateral documents to act in the interests of the Assignee with due care.
8.5. The Loan Originator shall keep all Collateral documentation and originals of the documents related to the registration of the pledge, including the land register certificate and the deed of commercial pledge registration. The Assignee understands and is informed that the Loan Originator has an obligation to ensure the confidentiality of the Borrowers’ personal data, therefore the Loan Originator shall not issue the documents related to the registration of pledge or their derivatives to the Assignee.
8.6. The Loan Originator by fulfilling the task provided by the Assignee pursuant to the Agreement has the right to sell the Collateral or a part thereof pursuant to the Collateral documentation.
8.7. The Assignee has an obligation immediately, but not later than within 5 (five) Business Days from the receipt of Mintos or the Loan Originator’s request to provide Mintos or the Loan Originator with all necessary authority, consents and permits for Mintos or the Loan Originator to be able to execute the rights and obligations specified in the Agreement.
8.8. The Assignee understands and is informed that Mintos and the Loan Originator are not obliged to disclose to the Assignee the information and/or documents related to the enforcement components of the Collateral (if any) and/or shall be maintained at locations other debt collection proceedings against than as provided in the Perfection Certificate or as Borrower has given Bank notice pursuant to Section 7.2. In the event that Borrower, after the date hereof, intends to store or otherwise deliver any portion of the Collateral to a bailee, then Borrower will first receive the written consent of Bank and such bailee must execute and deliver a bailee agreement in form and substance satisfactory to Bank in its sole discretion. The Assignee Without prior consent from Bank, Borrower shall not make enter into, or become bound by, any complaints against Mintossuch license or agreement which is reasonably likely to have a material impact on Borrower’s business or financial condition. Borrower shall take such steps as Bank requests to obtain the consent of, or waiver by, any person whose consent or waiver is necessary for all such licenses or contract rights to be deemed “Collateral” and for Bank to have a security interest in it that might otherwise be restricted or prohibited by law or by the Loan Originator and terms of any such license or agreement, whether now existing or entered into in the Borrower in this regardfuture.
Appears in 1 contract
Sources: Loan and Security Agreement (Ocz Technology Group Inc)
Collateral. 8.1Borrower has good title to the Collateral, and good and marketable title to the Tempe Property, free of Liens except Permitted Liens. This Section shall be applicable if Borrower has no other deposit account, other than the Collateral is expressly indicated among other information about the Claim deposit accounts described in the Portal.
8.2Schedule (which Schedule Borrower may update from time to time by written notice to Bank). The Loan Originator along with Except as set forth in the Claim shall not transfer Schedule (which Schedule Borrower may update from time to time by written notice to Bank), (a) the Accounts are bona fide, existing obligations, and the service or property has been performed or delivered to the Assignee all rights related thereto account debtor or its agent for immediate shipment to and existing at unconditional acceptance by the moment of the assignment arising from the Collateral. The Assignee understands that by assignment of the Claim security interest incorporated in account debtor, and (b) the Collateral is not re-registered in favour the possession of any third party bailee (such as at a warehouse). In the event that Borrower, after the date hereof, intends to store or otherwise deliver the Collateral to such a bailee, then Borrower will receive the prior written consent of Bank and such bailee must acknowledge in writing that the bailee is holding such Collateral for the benefit of Bank. Except as set forth in the Schedule (which Schedule Borrower may update from time to time by written notice to Bank), Borrower has no notice of any actual or imminent Insolvency Proceeding of any account debtor whose accounts are an Eligible Account in any Borrowing Base Certificate. All Inventory is in all material respects of good and marketable quality, free from material defects. Borrower is the sole owner of the Assignee Intellectual Property, except for exclusive and remains registered non-exclusive licenses granted to its customers in favour the ordinary course of business. Each Patent is valid and enforceable and no part of the Loan Originator.
8.3. The Loan Originator handles all matters related to CollateralIntellectual Property has been judged invalid or unenforceable, including the registrationin whole or in part, amending and cancellation of mortgages and commercial pledges, including submits and receives all necessary documents in the respective pledge registers.
8.4. The Assignee understands and agrees no claim has been made that the Loan Originator during the validity term any part of the Agreement without a prior coordination with Intellectual Property violates the Assignee may make rights of any amendments or sign any additional agreements third party, except to the Collateral documentation. The Assignee shall recognize extent such amendments invalidity, unenforceability, judgment, or claim could not reasonably be expected to Collateral documents or additional agreements as binding and not make any complaints in this regard. The Loan Originator undertakes by making amendments or signing additional agreements to the Collateral documents to act in the interests of the Assignee with due carecause a Material Adverse Change.
8.5. The Loan Originator shall keep all Collateral documentation and originals of the documents related to the registration of the pledge, including the land register certificate and the deed of commercial pledge registration. The Assignee understands and is informed that the Loan Originator has an obligation to ensure the confidentiality of the Borrowers’ personal data, therefore the Loan Originator shall not issue the documents related to the registration of pledge or their derivatives to the Assignee.
8.6. The Loan Originator by fulfilling the task provided by the Assignee pursuant to the Agreement has the right to sell the Collateral or a part thereof pursuant to the Collateral documentation.
8.7. The Assignee has an obligation immediately, but not later than within 5 (five) Business Days from the receipt of Mintos or the Loan Originator’s request to provide Mintos or the Loan Originator with all necessary authority, consents and permits for Mintos or the Loan Originator to be able to execute the rights and obligations specified in the Agreement.
8.8. The Assignee understands and is informed that Mintos and the Loan Originator are not obliged to disclose to the Assignee the information and/or documents related to the enforcement of the Collateral (if any) and/or other debt collection proceedings against the Borrower. The Assignee shall not make any complaints against Mintos, the Loan Originator and the Borrower in this regard.
Appears in 1 contract
Sources: Loan and Security Agreement (California Micro Devices Corp)
Collateral. 8.1Borrower has good title to the Collateral, free of Liens except Permitted Liens. This Section shall be applicable if Borrower has no deposit account other than the Collateral is expressly indicated among other information about the Claim deposit accounts with Bank and deposit accounts described in the Portal.
8.2Perfection Certificate delivered to Bank in connection herewith. The Loan Originator along with the Claim shall not transfer Except as disclosed to the Assignee all rights related thereto and existing at the moment of the assignment arising from the Collateral. The Assignee understands that by assignment of the Claim security interest incorporated in Bank, the Collateral is not re-registered in favour the possession of any third party bailee (such as a warehouse). Except as hereafter disclosed to Bank in writing by Borrower, none of the Assignee and remains registered in favour of the Loan Originator.
8.3. The Loan Originator handles all matters related to Collateral, including the registration, amending and cancellation of mortgages and commercial pledges, including submits and receives all necessary documents in the respective pledge registers.
8.4. The Assignee understands and agrees that the Loan Originator during the validity term of the Agreement without a prior coordination with the Assignee may make any amendments or sign any additional agreements to the Collateral documentation. The Assignee shall recognize such amendments to Collateral documents or additional agreements as binding and not make any complaints in this regard. The Loan Originator undertakes by making amendments or signing additional agreements to the Collateral documents to act in the interests of the Assignee with due care.
8.5. The Loan Originator shall keep all Collateral documentation and originals of the documents related to the registration of the pledge, including the land register certificate and the deed of commercial pledge registration. The Assignee understands and is informed that the Loan Originator has an obligation to ensure the confidentiality of the Borrowers’ personal data, therefore the Loan Originator shall not issue the documents related to the registration of pledge or their derivatives to the Assignee.
8.6. The Loan Originator by fulfilling the task provided by the Assignee pursuant to the Agreement has the right to sell the Collateral or a part thereof pursuant to the Collateral documentation.
8.7. The Assignee has an obligation immediately, but not later than within 5 (five) Business Days from the receipt of Mintos or the Loan Originator’s request to provide Mintos or the Loan Originator with all necessary authority, consents and permits for Mintos or the Loan Originator to be able to execute the rights and obligations specified in the Agreement.
8.8. The Assignee understands and is informed that Mintos and the Loan Originator are not obliged to disclose to the Assignee the information and/or documents related to the enforcement components of the Collateral shall be maintained at locations other than as provided in the Perfection Certificate. In the event that Borrower, after the date hereof, intends to store or otherwise deliver any portion of the Collateral to a bailee, then Borrower will first receive the written consent of Bank and such bailee must acknowledge in writing that the bailee is holding such Collateral for the benefit of Bank. All Inventory is in all material respects of good and marketable quality, free from material defects. Borrower is the sole owner of its intellectual property, except for non-exclusive licenses granted to its customers in the ordinary course of business. To our knowledge, each patent is valid and enforceable and no part of the intellectual property has been judged invalid or unenforceable, in whole or in part, and to the best of Borrower’s knowledge, no claim has been made that any part of the intellectual property violates the rights of any third party except to the extent such claim could not reasonably be expected to have a material adverse effect on Borrower’s business. Except as noted on the Perfection Certificate, Borrower is not a party to, nor is bound by, any material license or other agreement with respect to which Borrower is the licensee that prohibits or otherwise restricts Borrower from granting a security interest in Borrower’s interest in such license or agreement or any other property. Borrower shall provide written notice to Bank within thirty (30) days of entering or becoming bound by any such license or agreement which is reasonably likely to have a material impact on Borrower’s business or financial condition (other than over-the-counter software that is commercially available to the public). Borrower shall take such steps as Bank requests to obtain the consent of, or waiver by, any person whose consent or waiver is necessary for all such licenses or contract rights to be deemed “Collateral” and for Bank to have a security interest in it that might otherwise be restricted or prohibited by law or by the terms of any such license or agreement (such consent or authorization may include a licensor’s agreement to a contingent assignment of the license to Bank if any) and/or other debt collection proceedings against Bank determines that is necessary in its good faith judgment), whether now existing or entered into in the Borrower. The Assignee shall not make any complaints against Mintos, the Loan Originator and the Borrower in this regardfuture.
Appears in 1 contract
Collateral. 8.1. This Section shall be applicable if Borrower has good title to each item of the Collateral is expressly indicated among upon which it purports to ▇▇▇▇▇ ▇ ▇▇▇▇ under the applicable Debenture and under the applicable Share Charge, free and clear of any and all Liens except Permitted Liens. Borrower has no deposit accounts other information about than the Claim deposit accounts with Bank, the deposit accounts, if any described in the Portal.
8.2Perfection Certificate delivered to Bank in connection herewith, or of which Borrower has given Bank notice and taken such actions as are necessary to give Bank a perfected security interest therein. The Loan Originator along with the Claim shall not transfer to the Assignee all rights related thereto and Accounts are bona fide, existing at the moment obligations of the assignment arising from the CollateralAccount Debtors. The Assignee understands that by assignment of the Claim security interest incorporated in the Collateral is not re-registered in favour the possession of any third party bailee (such as a warehouse) except as otherwise provided in the Perfection Certificate. None of the Assignee and remains registered in favour of the Loan Originator.
8.3. The Loan Originator handles all matters related to Collateral, including the registration, amending and cancellation of mortgages and commercial pledges, including submits and receives all necessary documents in the respective pledge registers.
8.4. The Assignee understands and agrees that the Loan Originator during the validity term of the Agreement without a prior coordination with the Assignee may make any amendments or sign any additional agreements to the Collateral documentation. The Assignee shall recognize such amendments to Collateral documents or additional agreements as binding and not make any complaints in this regard. The Loan Originator undertakes by making amendments or signing additional agreements to the Collateral documents to act in the interests of the Assignee with due care.
8.5. The Loan Originator shall keep all Collateral documentation and originals of the documents related to the registration of the pledge, including the land register certificate and the deed of commercial pledge registration. The Assignee understands and is informed that the Loan Originator has an obligation to ensure the confidentiality of the Borrowers’ personal data, therefore the Loan Originator shall not issue the documents related to the registration of pledge or their derivatives to the Assignee.
8.6. The Loan Originator by fulfilling the task provided by the Assignee pursuant to the Agreement has the right to sell the Collateral or a part thereof pursuant to the Collateral documentation.
8.7. The Assignee has an obligation immediately, but not later than within 5 (five) Business Days from the receipt of Mintos or the Loan Originator’s request to provide Mintos or the Loan Originator with all necessary authority, consents and permits for Mintos or the Loan Originator to be able to execute the rights and obligations specified in the Agreement.
8.8. The Assignee understands and is informed that Mintos and the Loan Originator are not obliged to disclose to the Assignee the information and/or documents related to the enforcement components of the Collateral shall be maintained at locations other than as provided in the Perfection Certificate or as permitted pursuant to Section 7.2. In the event that Borrower, after the date hereof, intends to store or otherwise deliver any portion of the Collateral in excess of One Hundred Thirty Thousand Dollars (if any$130,000.00) and/or other debt collection proceedings against in the aggregate to a bailee, then Borrower will first receive the written consent of Bank and such bailee must execute and deliver a bailee agreement in form and substance satisfactory to Bank in its sole discretion. All Inventory is in all material respects of good and marketable quality, free from material defects. Borrower is the sole owner of the Intellectual Property which it owns or purports to own except for (a) non-exclusive licenses granted to its customers in the ordinary course of business, (b) over-the-counter software that is commercially available to the public, and (c) material Intellectual Property licensed to Borrower and noted on the Perfection Certificate. Each Patent which it owns or purports to own and which is material to Borrower’s business is to the knowledge of Borrower, valid and enforceable, and no part of the Intellectual Property which Borrower owns or purports to own and which is material to Borrower’s business, taken as a whole, has been judged invalid or unenforceable, in whole or in part. The Assignee shall To Borrower’s knowledge, no claim has been made that any part of the Intellectual Property violates the rights of any third party except to the extent such claim would not make have a material adverse effect on Borrower’s business, taken as a whole. Except as noted on the Perfection Certificate, Borrower is not a party to, nor is it bound by, any complaints against Mintos, the Loan Originator and the Borrower in this regardRestricted License.
Appears in 1 contract
Sources: Loan and Security Agreement (Global Telecom & Technology, Inc.)
Collateral. 8.1. This Section shall be applicable if Borrower has good title to, has rights in, and the power to transfer each item of the Collateral is expressly indicated among upon which it purports to ▇▇▇▇▇ ▇ ▇▇▇▇ hereunder and under the Security Documents, free and clear of any and all Liens except Permitted Liens. Borrower has no deposit accounts other information about than the Claim deposit accounts with Bank, the deposit accounts, if any described in the Portal.
8.2Perfection Certificate delivered to Bank in connection herewith, or of which Borrower has given Bank notice and, upon Bank’s request, taken such actions as are necessary to give Bank a perfected security interest therein. The Loan Originator along with the Claim shall not transfer to the Assignee all rights related thereto and Accounts are bona fide, existing at the moment obligations of the assignment arising from the CollateralAccount Debtors. The Assignee understands that by assignment of the Claim security interest incorporated in the Collateral is not re-registered in favour the possession of any third party bailee (such as a warehouse) except as otherwise provided in the Perfection Certificate. None of the Assignee and remains registered in favour of the Loan Originator.
8.3. The Loan Originator handles all matters related to Collateral, including the registration, amending and cancellation of mortgages and commercial pledges, including submits and receives all necessary documents in the respective pledge registers.
8.4. The Assignee understands and agrees that the Loan Originator during the validity term of the Agreement without a prior coordination with the Assignee may make any amendments or sign any additional agreements to the Collateral documentation. The Assignee shall recognize such amendments to Collateral documents or additional agreements as binding and not make any complaints in this regard. The Loan Originator undertakes by making amendments or signing additional agreements to the Collateral documents to act in the interests of the Assignee with due care.
8.5. The Loan Originator shall keep all Collateral documentation and originals of the documents related to the registration of the pledge, including the land register certificate and the deed of commercial pledge registration. The Assignee understands and is informed that the Loan Originator has an obligation to ensure the confidentiality of the Borrowers’ personal data, therefore the Loan Originator shall not issue the documents related to the registration of pledge or their derivatives to the Assignee.
8.6. The Loan Originator by fulfilling the task provided by the Assignee pursuant to the Agreement has the right to sell the Collateral or a part thereof pursuant to the Collateral documentation.
8.7. The Assignee has an obligation immediately, but not later than within 5 (five) Business Days from the receipt of Mintos or the Loan Originator’s request to provide Mintos or the Loan Originator with all necessary authority, consents and permits for Mintos or the Loan Originator to be able to execute the rights and obligations specified in the Agreement.
8.8. The Assignee understands and is informed that Mintos and the Loan Originator are not obliged to disclose to the Assignee the information and/or documents related to the enforcement components of the Collateral (if any) and/or shall be maintained at locations other debt collection proceedings against than as provided in the Perfection Certificate or as permitted pursuant to Section 7.2. In the event that Borrower, after the date hereof, intends to store or otherwise deliver any portion of the Collateral with an aggregate value in excess of $50,000 to a bailee, and such bailee and Bank are not already parties to a bailee agreement covering both the Collateral and the location where the Collateral will be stored, then Borrower will first receive the written consent of Bank and such bailee must execute and deliver a bailee agreement in form and substance satisfactory to Bank in its sole discretion. The Assignee provisions of this paragraph shall not make apply to Demonstration Systems delivered to Borrower’s customers or prospective customers in the ordinary course of business. All Inventory is in all material respects of good and marketable quality, free from material defects. Borrower is the sole owner of the Intellectual Property which it owns or purports to own except for (a) non-exclusive licenses granted to its customers in the ordinary course of business, (b) over-the-counter software that is commercially available to the public, and (c) material Intellectual Property licensed to Borrower and noted on the Perfection Certificate. Each Patent which it owns or purports to own and which is material to Borrower’s business, taken as a whole, is valid and enforceable, and no part of the Intellectual Property which Borrower owns or purports to own and which is material to Borrower’s business, taken as a whole, has been judged invalid or unenforceable, in whole or in part. To the best of Borrower’s knowledge, no claim has been made that any complaints against Mintospart of the Intellectual Property violates the rights of any third party except to the extent such claim would not have a material adverse effect on Borrower’s business, taken as a whole. Except as noted on the Loan Originator and the Perfection Certificate, Borrower in this regardis not a party to, nor is it bound by, any Restricted License.
Appears in 1 contract
Collateral. 8.1Borrower has good title to, has rights in, and the power to transfer each item of the Collateral upon which it purports to ▇▇▇▇▇ ▇ ▇▇▇▇ hereunder, free and clear of any and all Liens except Permitted Liens. This Section Borrower has no deposit accounts other than the deposit accounts with Bank, the deposit accounts, if any, described in the Perfection Certificate delivered to Bank in connection herewith, or of which Borrower has given Bank notice and taken such actions as are necessary to give Bank a perfected security interest therein. The Accounts are bona fide, existing obligations of the Account Debtors. The Collateral is not in the possession of any third party bailee (such as a warehouse) except as otherwise provided in the Perfection Certificate. None of the components of the Collateral shall be applicable if maintained at locations other than as provided in the Perfection Certificate or as Borrower has given Bank written notice. In the event that Borrower, after the date hereof, intends to store or otherwise deliver any portion of the Collateral to a bailee, then Borrower will first receive the written consent of Bank and such bailee must execute and deliver a bailee agreement in form and substance satisfactory to Bank in its sole discretion. All Inventory is expressly indicated among in all material respects of good and marketable quality, free from material defects. Except as noted on the Perfection Certificate, Borrower is not a party to, nor is bound by, any material license or other information about material agreement with respect to which Borrower is the Claim licensee that prohibits or otherwise restricts Borrower from granting a security interest in the Portal.
8.2Borrower's interest in such license or agreement or any other property. The Loan Originator along with the Claim Borrower shall not transfer provide written notice to Bank within ten (10) days of entering or becoming bound by any such license or agreement which is reasonably likely to have a material impact on Borrower's business or financial condition (other than over-the-counter software that is commercially available to the Assignee public). Borrower shall take such steps as Bank requests to obtain the consent of, or waiver by, any person whose consent or waiver is necessary for all such licenses or contract rights related thereto to be deemed "Collateral" and existing at for Bank to have a security interest in it that might otherwise be restricted or prohibited by law or by the moment terms of the assignment arising from the Collateral. The Assignee understands that by any such license or agreement (such consent or authorization may include a licensor's agreement to a contingent assignment of the Claim security interest incorporated license to Bank if Bank determines that is necessary in its good faith judgment), whether now existing or entered into in the Collateral is not re-registered in favour of the Assignee and remains registered in favour of the Loan Originatorfuture.
8.3. The Loan Originator handles all matters related to Collateral, including the registration, amending and cancellation of mortgages and commercial pledges, including submits and receives all necessary documents in the respective pledge registers.
8.4. The Assignee understands and agrees that the Loan Originator during the validity term of the Agreement without a prior coordination with the Assignee may make any amendments or sign any additional agreements to the Collateral documentation. The Assignee shall recognize such amendments to Collateral documents or additional agreements as binding and not make any complaints in this regard. The Loan Originator undertakes by making amendments or signing additional agreements to the Collateral documents to act in the interests of the Assignee with due care.
8.5. The Loan Originator shall keep all Collateral documentation and originals of the documents related to the registration of the pledge, including the land register certificate and the deed of commercial pledge registration. The Assignee understands and is informed that the Loan Originator has an obligation to ensure the confidentiality of the Borrowers’ personal data, therefore the Loan Originator shall not issue the documents related to the registration of pledge or their derivatives to the Assignee.
8.6. The Loan Originator by fulfilling the task provided by the Assignee pursuant to the Agreement has the right to sell the Collateral or a part thereof pursuant to the Collateral documentation.
8.7. The Assignee has an obligation immediately, but not later than within 5 (five) Business Days from the receipt of Mintos or the Loan Originator’s request to provide Mintos or the Loan Originator with all necessary authority, consents and permits for Mintos or the Loan Originator to be able to execute the rights and obligations specified in the Agreement.
8.8. The Assignee understands and is informed that Mintos and the Loan Originator are not obliged to disclose to the Assignee the information and/or documents related to the enforcement of the Collateral (if any) and/or other debt collection proceedings against the Borrower. The Assignee shall not make any complaints against Mintos, the Loan Originator and the Borrower in this regard.
Appears in 1 contract
Collateral. 8.1Borrower and each Guarantor have good title to its Collateral, free of Liens except Permitted Liens. This Section shall be applicable Borrower has no deposit accounts other than the deposit accounts with Bank, the deposit accounts, if any, described in the Perfection Certificate delivered to Bank in connection herewith, or of which Borrower has given Bank notice and taken such actions as are necessary to give Bank a perfected security interest therein. The Accounts are bona fide, existing obligations, and the service or property has been performed or delivered to the account debtor or its agent for immediate shipment to and unconditional acceptance by the account debtor. The Collateral is maintained at the locations set forth in the Perfection Certificate. The Collateral is not in the possession of any third party bailee (such as at a warehouse) except as provided in the Perfection Certificate. In the event that Borrower or any Guarantor, after the date hereof, intends to store or otherwise deliver the Collateral to a bailee, then Borrower and such Guarantor shall receive the prior written consent of Bank (such consent not to be unreasonably withheld), and such bailee must acknowledge in writing that the bailee is expressly indicated among other information about holding such Collateral for the Claim benefit of Bank. All Inventory is in all material respects of good and marketable quality, free from material defects. Borrower and Guarantors are the sole owner of its respective Intellectual Property, except for licenses granted to its customers in the Portal.
8.2ordinary course of business. The Loan Originator along with the Claim shall not transfer to the Assignee all rights related thereto To Borrower's knowledge, each Patent is valid and existing at the moment enforceable, and no material part of the assignment arising Intellectual Property has been judged invalid or unenforceable, in whole or in part, and no claim has been made that any part of the Intellectual Property violates the rights of any third party except for any such claim that would not be expected to result in a Material Adverse Change. Borrower is not a party to, nor is bound by, any license or other agreement with respect to which Borrower is the licensee that prohibits or otherwise restricts Borrower from granting a security interest in Borrower's interest in such license or agreement or any other property. Borrower shall take such steps as Bank requests to obtain the consent of, or waiver by, any person whose consent or waiver is necessary for all such licenses or contract rights to be deemed “Collateral. The Assignee understands ” and for Bank to have a security interest in it that might otherwise be restricted or prohibited by law or by the terms of any such license or agreement (such consent or authorization may include a licensor's agreement to a contingent assignment of the Claim security interest incorporated license to Bank if Bank determines that is necessary in its good faith judgment), whether now existing or entered into in the Collateral is not re-registered in favour of the Assignee and remains registered in favour of the Loan Originatorfuture.
8.3. The Loan Originator handles all matters related to Collateral, including the registration, amending and cancellation of mortgages and commercial pledges, including submits and receives all necessary documents in the respective pledge registers.
8.4. The Assignee understands and agrees that the Loan Originator during the validity term of the Agreement without a prior coordination with the Assignee may make any amendments or sign any additional agreements to the Collateral documentation. The Assignee shall recognize such amendments to Collateral documents or additional agreements as binding and not make any complaints in this regard. The Loan Originator undertakes by making amendments or signing additional agreements to the Collateral documents to act in the interests of the Assignee with due care.
8.5. The Loan Originator shall keep all Collateral documentation and originals of the documents related to the registration of the pledge, including the land register certificate and the deed of commercial pledge registration. The Assignee understands and is informed that the Loan Originator has an obligation to ensure the confidentiality of the Borrowers’ personal data, therefore the Loan Originator shall not issue the documents related to the registration of pledge or their derivatives to the Assignee.
8.6. The Loan Originator by fulfilling the task provided by the Assignee pursuant to the Agreement has the right to sell the Collateral or a part thereof pursuant to the Collateral documentation.
8.7. The Assignee has an obligation immediately, but not later than within 5 (five) Business Days from the receipt of Mintos or the Loan Originator’s request to provide Mintos or the Loan Originator with all necessary authority, consents and permits for Mintos or the Loan Originator to be able to execute the rights and obligations specified in the Agreement.
8.8. The Assignee understands and is informed that Mintos and the Loan Originator are not obliged to disclose to the Assignee the information and/or documents related to the enforcement of the Collateral (if any) and/or other debt collection proceedings against the Borrower. The Assignee shall not make any complaints against Mintos, the Loan Originator and the Borrower in this regard.
Appears in 1 contract
Collateral. 8.1(a) Each of the Borrower and (until no longer applicable pursuant to Section 3.6) Endeavor has good and marketable title to the Collateral granted by it, and the Collateral Documents constitute the legal, valid and perfected Liens on the Collateral, free of all Liens except those permitted by this Agreement in Section 6.2.
(b) The Borrower has, with respect to the Collateral, the working interests and net revenue interests therein as reported to the Agent in connection with the negotiation of this Agreement. This Section Without limiting the preceding sentence, except as otherwise specifically disclosed to the Agent in writing, all of the proved reserves (whether producing or not, and whether proved developed or proved undeveloped) included in the reserve reports covering the Borrower’s properties in the States of Texas and Louisiana most recently delivered to the Agent are owned as so reported, are encumbered Collateral in favor of the Agent, and are properly described in the Collateral Documents. Except as otherwise specifically disclosed to the Agent in writing with respect to any particular part of the Borrower’s properties, (i) the Borrower is not obligated, whether by virtue of any payment under any contract providing for the sale by the Borrower of hydrocarbons which contains a “take or pay” clause or under any similar arrangement or by virtue of any production payment or otherwise, to deliver hydrocarbons produced or to be produced from the Borrower’s properties at any time after the Closing Date without then or thereafter receiving full payment therefor, except for Permitted Hedge Agreements; (ii) none of the Borrower’s properties is subject to any contractual or other arrangement whereby payment for production is to be deferred for a substantial period after the month in which such production is delivered; (iii) none of the Borrower’s properties is subject to an arrangement or agreement under which any purchaser or other Person is currently entitled to “make-up” or otherwise receive material deliveries of hydrocarbons at any time after the Closing Date without paying at such time the full contract price therefor; and (iv) no Person is currently entitled to receive any material portion of the interest of the Borrower in any hydrocarbons or to receive cash or other payments from the Borrower to “balance” any disproportionate allocation of hydrocarbons under any operating agreement, cash balancing and storage agreement, gas processing or dehydration agreement, or other similar agreements. For purposes of this paragraph, “material” shall be applicable if mean two hundred ($200,000.00) dollars (or more) or an amount of property with an equivalent value.
(c) The Borrower’s natural gas production from substantially all of the ▇▇▇▇▇ operated by the Borrower located on acreage in ▇▇▇▇▇▇▇▇ and Panola Counties, Texas, is dedicated to Endeavor JV under the Gas Gathering Agreement. Otherwise, none of the Collateral is expressly indicated among other information about the Claim in the Portalsubject to any calls on production of hydrocarbons or any gathering or transportation dedications or commitments of any kind.
8.2. (d) Endeavor JV has good and marketable title to the gas gathering system servicing the Collateral in ▇▇▇▇▇▇▇▇ and Panola counties, Texas.
(e) On the Closing Date all of the natural gas produced by the Borrower from (and as) Collateral in East Texas for which the Borrower is the operator is sold by the Borrower to Endeavor at the wellhead.
(f) The Loan Originator along Borrower is in compliance with the Claim shall not transfer requirement in Subsection 3.3(c) that all properties included within the Borrowing Base from time to the Assignee all rights related thereto and existing at the moment of the assignment arising from the time are timely encumbered as Collateral. The Assignee understands that by assignment of the Claim security interest incorporated in the Collateral is not re-registered in favour of the Assignee and remains registered in favour of the Loan Originator.
8.3. The Loan Originator handles all matters related to Collateral, including the registration, amending and cancellation of mortgages and commercial pledges, including submits and receives all necessary documents in the respective pledge registers.
8.4. The Assignee understands and agrees that the Loan Originator during the validity term of the Agreement without a prior coordination with the Assignee may make any amendments or sign any additional agreements to the Collateral documentation. The Assignee shall recognize such amendments to Collateral documents or additional agreements as binding and not make any complaints in this regard. The Loan Originator undertakes by making amendments or signing additional agreements to the Collateral documents to act in the interests of the Assignee with due care.
8.5. The Loan Originator shall keep all Collateral documentation and originals of the documents related to the registration of the pledge, including the land register certificate and the deed of commercial pledge registration. The Assignee understands and is informed that the Loan Originator has an obligation to ensure the confidentiality of the Borrowers’ personal data, therefore the Loan Originator shall not issue the documents related to the registration of pledge or their derivatives to the Assignee.
8.6. The Loan Originator by fulfilling the task provided by the Assignee pursuant to the Agreement has the right to sell the Collateral or a part thereof pursuant to the Collateral documentation.
8.7. The Assignee has an obligation immediately, but not later than within 5 (five) Business Days from the receipt of Mintos or the Loan Originator’s request to provide Mintos or the Loan Originator with all necessary authority, consents and permits for Mintos or the Loan Originator to be able to execute the rights and obligations specified in the Agreement.
8.8. The Assignee understands and is informed that Mintos and the Loan Originator are not obliged to disclose to the Assignee the information and/or documents related to the enforcement of the Collateral (if any) and/or other debt collection proceedings against the Borrower. The Assignee shall not make any complaints against Mintos, the Loan Originator and the Borrower in this regard.
Appears in 1 contract
Sources: Loan Agreement (GMX Resources Inc)
Collateral. 8.1Borrower has good title, has rights in, and the power to transfer each item of the Collateral upon which it purports to ▇▇▇▇▇ ▇ ▇▇▇▇ hereunder, free and clear of any and all Liens except Permitted Liens. This Section Borrower has no deposit accounts other than the deposit accounts with Bank, the deposit accounts, if any, described in the Perfection Certificate delivered to Bank in connection herewith, or of which Borrower has given Bank notice and taken such actions as are necessary to give Bank a perfected security interest therein. The Accounts are bona fide, existing obligations of the Account Debtors. All Inventory is in all material respects of good and marketable quality, free from material defects. No Collateral with an aggregate value in excess of Twenty-Five Thousand Dollars ($25,000.00) per location is in the possession of any third party bailee (such as a warehouse) except as otherwise provided in the Perfection Certificate. None of the components of the Collateral shall be applicable if maintained at locations other than as provided in the Perfection Certificate or as permitted pursuant to Section 7.2. In the event that Borrower, after the date hereof, intends to store or otherwise deliver any portion of the Collateral with an aggregate value in excess of Twenty-Five Thousand Dollars ($25,000.00) per location to a bailee, then Borrower will first receive the written consent of Bank and such bailee must execute and deliver a bailee agreement in form and substance reasonably satisfactory to Bank. Except as noted on the Perfection Certificate, Borrower is expressly indicated among not a party to, nor is bound by, any material license or other information about agreement with respect to which Borrower is the Claim in the Portal.
8.2. The Loan Originator along with the Claim shall not transfer to the Assignee all rights related thereto and existing at the moment of the assignment arising licensee (a) that prohibits or otherwise restricts Borrower from the Collateral. The Assignee understands that by assignment of the Claim granting a security interest incorporated in the Collateral is not re-registered Borrower’s interest in favour such license or agreement or any other property, or (b) for which a default under or termination of the Assignee and remains registered in favour of the Loan Originator.
8.3. The Loan Originator handles all matters related to Collateral, including the registration, amending and cancellation of mortgages and commercial pledges, including submits and receives all necessary documents in the respective pledge registers.
8.4. The Assignee understands and agrees that the Loan Originator during the validity term of the Agreement without a prior coordination could interfere with the Assignee may make any amendments or sign any additional agreements to the Collateral documentation. The Assignee shall recognize such amendments to Collateral documents or additional agreements as binding and not make any complaints in this regard. The Loan Originator undertakes by making amendments or signing additional agreements to the Collateral documents to act in the interests of the Assignee with due care.
8.5. The Loan Originator shall keep all Collateral documentation and originals of the documents related to the registration of the pledge, including the land register certificate and the deed of commercial pledge registration. The Assignee understands and is informed that the Loan Originator has an obligation to ensure the confidentiality of the Borrowers’ personal data, therefore the Loan Originator shall not issue the documents related to the registration of pledge or their derivatives to the Assignee.
8.6. The Loan Originator by fulfilling the task provided by the Assignee pursuant to the Agreement has the Bank’s right to sell any Collateral. Borrower shall provide written notice to Bank within ten (10) days of entering or becoming bound by any such license or agreement which is reasonably likely to have a material impact on Borrower’s business or financial condition. Borrower shall take such steps as Bank reasonably requests to obtain the Collateral consent of, or a part thereof pursuant to the Collateral documentation.
8.7. The Assignee has an obligation immediatelywaiver by, but not later than within 5 (five) Business Days from the receipt of Mintos any person whose consent or the Loan Originator’s request to provide Mintos waiver is necessary for all such licenses or the Loan Originator with all necessary authority, consents and permits for Mintos or the Loan Originator contract rights to be able deemed “Collateral” and for Bank to execute have a security interest in it that might otherwise be restricted or prohibited by law or by the rights and obligations specified terms of any such license or agreement, whether now existing or entered into in the Agreementfuture.
8.8. The Assignee understands and is informed that Mintos and the Loan Originator are not obliged to disclose to the Assignee the information and/or documents related to the enforcement of the Collateral (if any) and/or other debt collection proceedings against the Borrower. The Assignee shall not make any complaints against Mintos, the Loan Originator and the Borrower in this regard.
Appears in 1 contract
Sources: Loan and Security Agreement (Everyday Health, Inc.)
Collateral. 8.1. This Section shall be applicable if Borrower has good title to, has rights in, and the power to transfer each item of the Collateral is expressly indicated among upon which it purports to ▇▇▇▇▇ ▇ ▇▇▇▇ hereunder, free and clear of any and all Liens except Permitted Liens. Borrower has no deposit accounts other information about than (i) the Claim deposit accounts with Bank, (ii) the deposit accounts, if any, described in the Portal.
8.2Perfection Certificate delivered to Bank in connection herewith, or (iii) the deposit accounts of which Borrower has given Bank notice and taken such actions as are necessary to give Bank a perfected security interest therein. The Loan Originator along with the Claim shall not transfer to the Assignee all rights related thereto and existing at the moment of the assignment arising from the Collateral. The Assignee understands that by assignment of the Claim security interest incorporated in the Collateral is not re-registered in favour the possession of any third party bailee (such as a warehouse) except as otherwise provided in the Perfection Certificate. Without the prior consent of the Assignee and remains registered in favour Bank, none of the Loan Originator.
8.3. The Loan Originator handles all matters related to Collateral, including the registration, amending and cancellation of mortgages and commercial pledges, including submits and receives all necessary documents in the respective pledge registers.
8.4. The Assignee understands and agrees that the Loan Originator during the validity term of the Agreement without a prior coordination with the Assignee may make any amendments or sign any additional agreements to the Collateral documentation. The Assignee shall recognize such amendments to Collateral documents or additional agreements as binding and not make any complaints in this regard. The Loan Originator undertakes by making amendments or signing additional agreements to the Collateral documents to act in the interests of the Assignee with due care.
8.5. The Loan Originator shall keep all Collateral documentation and originals of the documents related to the registration of the pledge, including the land register certificate and the deed of commercial pledge registration. The Assignee understands and is informed that the Loan Originator has an obligation to ensure the confidentiality of the Borrowers’ personal data, therefore the Loan Originator shall not issue the documents related to the registration of pledge or their derivatives to the Assignee.
8.6. The Loan Originator by fulfilling the task provided by the Assignee pursuant to the Agreement has the right to sell the Collateral or a part thereof pursuant to the Collateral documentation.
8.7. The Assignee has an obligation immediately, but not later than within 5 (five) Business Days from the receipt of Mintos or the Loan Originator’s request to provide Mintos or the Loan Originator with all necessary authority, consents and permits for Mintos or the Loan Originator to be able to execute the rights and obligations specified in the Agreement.
8.8. The Assignee understands and is informed that Mintos and the Loan Originator are not obliged to disclose to the Assignee the information and/or documents related to the enforcement components of the Collateral (if any) and/or shall be maintained at locations other debt collection proceedings against than as provided in the Perfection Certificate or as permitted pursuant to Section 7.2. In the event that Borrower, after the date hereof, intends to store or otherwise deliver any portion of the Collateral to a bailee, then Borrower will first receive the written consent of Bank and such bailee must execute and deliver a bailee agreement in form and substance satisfactory to Bank in its reasonable determination after consultation with Borrower. The Assignee shall Borrower is the sole owner of the Intellectual Property which it owns or purports to own except for (a) non-exclusive licenses granted to its customers in the ordinary course of business, (b) over-the-counter software that is commercially available to the public, and (c) material Intellectual Property licensed to Borrower and noted on the Perfection Certificate. Each Patent which it owns or purports to own and which is material to Borrower’s business is valid and enforceable, and no part of the Intellectual Property which Borrower owns or purports to own and which is material to Borrower’s business has been judged invalid or unenforceable, in whole or in part. To the best of Borrower’s knowledge, no claim has been made that any part of the Intellectual Property violates the rights of any third party except to the extent such claim would not make reasonably be expected to have a material adverse effect on Borrower’s business. Except as noted on the Perfection Certificate, Borrower is not a party to, nor is it bound by, any complaints against Mintos, the Loan Originator and the Borrower in this regardRestricted License.
Appears in 1 contract
Collateral. 8.1. This Section shall be applicable if Borrower has good title to, has rights in, and has the power to transfer each item of the Collateral is expressly indicated among upon which it purports to ▇▇▇▇▇ ▇ ▇▇▇▇ hereunder, free and clear of any and all Liens except Permitted Liens. Borrower has no deposit accounts other information about than the Claim deposit accounts with SVB, the deposit accounts, if any described in the Portal.
8.2Perfection Certificate delivered to Agent in connection herewith, or of which Borrower has given Agent notice and taken such actions as Agent has requested to give Agent, for the ratable benefit of the Secured Parties, a perfected security interest therein. The Loan Originator along with the Claim shall not transfer to the Assignee all rights related thereto and Accounts are bona fide, existing at the moment obligations of the assignment arising from the CollateralAccount Debtors. The Assignee understands that by assignment of the Claim security interest incorporated in the Collateral is not re-registered in favour the possession of any third party bailee (such as a warehouse) except as otherwise provided in the Perfection Certificate. None of the Assignee and remains registered in favour of the Loan Originator.
8.3. The Loan Originator handles all matters related to Collateral, including the registration, amending and cancellation of mortgages and commercial pledges, including submits and receives all necessary documents in the respective pledge registers.
8.4. The Assignee understands and agrees that the Loan Originator during the validity term of the Agreement without a prior coordination with the Assignee may make any amendments or sign any additional agreements to the Collateral documentation. The Assignee shall recognize such amendments to Collateral documents or additional agreements as binding and not make any complaints in this regard. The Loan Originator undertakes by making amendments or signing additional agreements to the Collateral documents to act in the interests of the Assignee with due care.
8.5. The Loan Originator shall keep all Collateral documentation and originals of the documents related to the registration of the pledge, including the land register certificate and the deed of commercial pledge registration. The Assignee understands and is informed that the Loan Originator has an obligation to ensure the confidentiality of the Borrowers’ personal data, therefore the Loan Originator shall not issue the documents related to the registration of pledge or their derivatives to the Assignee.
8.6. The Loan Originator by fulfilling the task provided by the Assignee pursuant to the Agreement has the right to sell the Collateral or a part thereof pursuant to the Collateral documentation.
8.7. The Assignee has an obligation immediately, but not later than within 5 (five) Business Days from the receipt of Mintos or the Loan Originator’s request to provide Mintos or the Loan Originator with all necessary authority, consents and permits for Mintos or the Loan Originator to be able to execute the rights and obligations specified in the Agreement.
8.8. The Assignee understands and is informed that Mintos and the Loan Originator are not obliged to disclose to the Assignee the information and/or documents related to the enforcement components of the Collateral shall be maintained at locations other than as provided in the Perfection Certificate or as permitted pursuant to Section 7.2. In the event that Borrower, after the date hereof, intends to store or otherwise deliver any portion of the Collateral to a bailee, then Borrower will first receive the written consent of Agent and such bailee must execute and deliver a bailee agreement in form and substance satisfactory to Agent in its sole discretion. All Inventory included in Borrower’s Books and intended for sale to its customers is in all material respects of good and marketable quality, free from material defects. Borrower is the sole owner of the Intellectual Property which it owns or purports to own except for (if anya) and/or other debt collection proceedings against non-exclusive licenses granted to its customers in the ordinary course of business, (b) over-the-counter software that is commercially available to the public, and (c) material Intellectual Property licensed to Borrower and noted on the Perfection Certificate. Each Patent which it owns or purports to own and which is material to Borrower’s business is valid and enforceable, and no part of the Intellectual Property which Borrower owns or purports to own and which is material to Borrower’s business has been judged invalid or unenforceable, in whole or in part. The Assignee shall To the best of Borrower’s knowledge, no claim has been made that any part of the Intellectual Property violates the rights of any third party except to the extent such claim would not make have a material adverse effect on Borrower’s business. Except as noted on the Perfection Certificate, Borrower is not a party to, nor is it bound by, any complaints against Mintos, the Loan Originator and the Borrower in this regardRestricted License.
Appears in 1 contract
Sources: Loan and Security Agreement (Telecommunication Systems Inc /Fa/)
Collateral. 8.1. This Section shall be applicable if Borrower has good title to, has rights in, and the power to transfer each item of the Collateral is expressly indicated among upon which it purports to ▇▇▇▇▇ ▇ ▇▇▇▇ hereunder, free and clear of any and all Liens except Permitted Liens. Borrower has no deposit accounts other information about than the Claim deposit accounts with Bank, the deposit accounts, if any, described in the Portal.
8.2Perfection Certificate delivered to Bank in connection herewith, or of which Borrower has given Bank notice and taken such actions as are necessary to give Bank a perfected security interest therein. The Loan Originator along with the Claim shall not transfer to the Assignee all rights related thereto and Accounts are bona fide, existing at the moment obligations of the assignment arising from the CollateralAccount Debtors. The Assignee understands that by assignment of the Claim security interest incorporated in the Collateral is not re-registered in favour the possession of any third party bailee (such as a warehouse) except as otherwise provided in the Perfection Certificate. None of the Assignee and remains registered in favour of the Loan Originator.
8.3. The Loan Originator handles all matters related to Collateral, including the registration, amending and cancellation of mortgages and commercial pledges, including submits and receives all necessary documents in the respective pledge registers.
8.4. The Assignee understands and agrees that the Loan Originator during the validity term of the Agreement without a prior coordination with the Assignee may make any amendments or sign any additional agreements to the Collateral documentation. The Assignee shall recognize such amendments to Collateral documents or additional agreements as binding and not make any complaints in this regard. The Loan Originator undertakes by making amendments or signing additional agreements to the Collateral documents to act in the interests of the Assignee with due care.
8.5. The Loan Originator shall keep all Collateral documentation and originals of the documents related to the registration of the pledge, including the land register certificate and the deed of commercial pledge registration. The Assignee understands and is informed that the Loan Originator has an obligation to ensure the confidentiality of the Borrowers’ personal data, therefore the Loan Originator shall not issue the documents related to the registration of pledge or their derivatives to the Assignee.
8.6. The Loan Originator by fulfilling the task provided by the Assignee pursuant to the Agreement has the right to sell the Collateral or a part thereof pursuant to the Collateral documentation.
8.7. The Assignee has an obligation immediately, but not later than within 5 (five) Business Days from the receipt of Mintos or the Loan Originator’s request to provide Mintos or the Loan Originator with all necessary authority, consents and permits for Mintos or the Loan Originator to be able to execute the rights and obligations specified in the Agreement.
8.8. The Assignee understands and is informed that Mintos and the Loan Originator are not obliged to disclose to the Assignee the information and/or documents related to the enforcement components of the Collateral (if any) and/or shall be maintained at locations other debt collection proceedings against than as provided in the Perfection Certificate or as permitted pursuant to Section 7.2. In the event that Borrower. The Assignee , after the date hereof, intends to store or otherwise deliver any portion of the Collateral to a bailee, then Borrower will first receive the written consent of Bank and such bailee must execute and deliver a bailee agreement in form and substance satisfactory to Bank in its sole discretion; provided, however, that notwithstanding the foregoing, Borrower shall not make be required to obtain the consent of Bank and shall not be required to obtain a bailee agreement with respect to (i) any complaints against Mintosdemonstration equipment that is delivered to any of Borrower’s customers in the ordinary course of business provided that the value of such equipment does not exceed Four Million Five Hundred Dollars ($4,500,000) in the aggregate and (ii) any raw materials and inventory located at various vendor and contract manufacturer sites pursuant to supply and/or manufacturing agreements. Except as otherwise disclosed to Bank in writing, Borrower is the Loan Originator sole owner of its intellectual property, except for (i) intellectual property licensed from third parties, (ii) non-exclusive licenses granted to its distributors and customers in the ordinary course of business and licenses that may be exclusive in some respects other than territory (and/or that may be exclusive as to territory only in discreet geographical areas outside of the United States), but that could not result in a legal transfer of Borrower’s title in the licensed property. To the best of Borrower’s knowledge, each patent is valid and enforceable, and except for patents in re-examination proceedings in the U.S. Patent and Trademark Office, no part of the intellectual property has been judged invalid or unenforceable, in whole or in part, and to the best of Borrower’s knowledge, no claim has been made that any part of the intellectual property violates the rights of any third party except to the extent such claim could not reasonably be expected to have a material adverse effect on Borrower’s business. Except as noted on the Perfection Certificate, Borrower is not a party to, nor is bound by, any material license or other material agreement with respect to which Borrower is the licensee of intellectual property that prohibits or otherwise restricts Borrower from granting a security interest in Borrower’s interest in such license or agreement. Borrower shall provide written notice to Bank within ten (10) days of entering or becoming bound by any such license or agreement (other than over-the-counter software that is commercially available to the public). Borrower shall take such steps as Bank reasonably requests to obtain the consent of, or waiver by, any person whose consent or waiver is necessary for (x) all such licenses or agreements to be deemed “Collateral” and for Bank to have a security interest in it that might otherwise be restricted or prohibited by law or by the terms of any such license or agreement, whether now existing or entered into in the future, and (y) Bank to have the ability in the event of a liquidation of any Collateral to dispose of such Collateral in accordance with Bank’s rights and remedies under this Agreement and the Borrower in this regardother Loan Documents.
Appears in 1 contract
Collateral. 8.1Borrower has good title to, and has rights in or the power to transfer each item of the Collateral upon which it purports to ▇▇▇▇▇ ▇ ▇▇▇▇ hereunder, free and clear of any and all Liens except Permitted Liens. This Section As of the Effective Date, Borrower has no deposit accounts other than the deposit accounts with Bank, the deposit accounts, if any, described in the Perfection Certificate delivered to Bank in connection herewith, or of which Borrower has given Bank notice and taken such actions as are necessary to give Bank a perfected security interest therein. The Accounts are bona fide, existing obligations of the Account Debtors. The Collateral is not in the possession of any third party bailee (such as a warehouse) except as otherwise provided in the Perfection Certificate. None of the components of the Collateral shall be applicable if maintained at locations other than as provided in the Perfection Certificate or as Borrower has given Bank notice pursuant to Section 7.2. In the event that Borrower, after the date hereof, intends to store or otherwise deliver any portion of the Collateral to a bailee, then Borrower will first receive the written consent of Bank and such bailee must execute and deliver a bailee agreement in form and substance satisfactory to Bank in its sole discretion. All Inventory is expressly indicated among in all material respects of good and marketable quality, free from material defects. Except as noted on Borrower’s Perfection Certificate, Borrower is not, as of the date hereof, a party to, nor is bound by, any license or other information about agreement with respect to which Borrower is the Claim licensee that prohibits or otherwise restricts Borrower from granting a security interest in the Portal.
8.2Borrower’s interest in such license or agreement or any other property. The Loan Originator along with the Claim Borrower shall not transfer provide written notice to Bank within ten (10) days of entering or becoming bound by any such license or agreement which is reasonably likely to have a material impact on Borrower’s business or financial condition (other than over-the-counter software that is commercially available to the Assignee public). Borrower shall take such steps as Bank requests to obtain the consent of, or waiver by, any person whose consent or waiver is necessary for all such licenses or contract rights related thereto to be deemed “Collateral” and existing at for Bank to have a security interest in it that might otherwise be restricted or prohibited by law or by the moment terms of the assignment arising from the Collateral. The Assignee understands that by any such license or agreement (such consent or authorization may include a licensor’s agreement to a contingent assignment of the Claim security interest incorporated license to Bank if Bank determines that is necessary in its good faith judgment), whether now existing or entered into in the Collateral is not re-registered in favour of the Assignee and remains registered in favour of the Loan Originatorfuture.
8.3. The Loan Originator handles all matters related to Collateral, including the registration, amending and cancellation of mortgages and commercial pledges, including submits and receives all necessary documents in the respective pledge registers.
8.4. The Assignee understands and agrees that the Loan Originator during the validity term of the Agreement without a prior coordination with the Assignee may make any amendments or sign any additional agreements to the Collateral documentation. The Assignee shall recognize such amendments to Collateral documents or additional agreements as binding and not make any complaints in this regard. The Loan Originator undertakes by making amendments or signing additional agreements to the Collateral documents to act in the interests of the Assignee with due care.
8.5. The Loan Originator shall keep all Collateral documentation and originals of the documents related to the registration of the pledge, including the land register certificate and the deed of commercial pledge registration. The Assignee understands and is informed that the Loan Originator has an obligation to ensure the confidentiality of the Borrowers’ personal data, therefore the Loan Originator shall not issue the documents related to the registration of pledge or their derivatives to the Assignee.
8.6. The Loan Originator by fulfilling the task provided by the Assignee pursuant to the Agreement has the right to sell the Collateral or a part thereof pursuant to the Collateral documentation.
8.7. The Assignee has an obligation immediately, but not later than within 5 (five) Business Days from the receipt of Mintos or the Loan Originator’s request to provide Mintos or the Loan Originator with all necessary authority, consents and permits for Mintos or the Loan Originator to be able to execute the rights and obligations specified in the Agreement.
8.8. The Assignee understands and is informed that Mintos and the Loan Originator are not obliged to disclose to the Assignee the information and/or documents related to the enforcement of the Collateral (if any) and/or other debt collection proceedings against the Borrower. The Assignee shall not make any complaints against Mintos, the Loan Originator and the Borrower in this regard.
Appears in 1 contract
Sources: Loan and Security Agreement (Soundbite Communications Inc)
Collateral. 8.1Borrower has good title to, has rights in, and the power to transfer each item of the Collateral upon which it purports to g▇▇▇▇ ▇ ▇▇▇▇ hereunder, free and clear of any and all Liens except Permitted Liens. This Section Borrower has no deposit accounts other than the deposit accounts with Bank, the deposit accounts, if any, described in the Perfection Certificate delivered to Bank in connection herewith. The Accounts are bona fide, existing obligations of the Account Debtors. The Collateral is not in the possession of any third party bailee (such as a warehouse) except as otherwise provided in the Perfection Certificate. None of the components of the Collateral shall be applicable if maintained at locations other than as provided in the Perfection Certificate. In the event that Borrower, after the date hereof, intends to store or otherwise deliver any portion of the Collateral to a bailee, then Borrower will first receive the written consent of Bank and such bailee must execute and deliver a bailee agreement in form and substance satisfactory to Bank in its sole discretion. All Inventory is expressly indicated among other information about in all material respects of good and marketable quality, free from material defects. Borrower is the Claim sole owner of its intellectual property, except for non-exclusive licenses granted to its customers in the Portal.
8.2ordinary course of business. The Loan Originator along with Each patent is valid and enforceable, and no part of the Claim shall not transfer intellectual property has been judged invalid or unenforceable, in whole or in part, and to the Assignee all rights related thereto and existing at the moment best of Borrower’s knowledge, no claim has been made that any part of the assignment arising intellectual property violates the rights of any third party except to the extent such claim could not reasonably be expected to have a material adverse effect on Borrower’s business. Except as noted on the Perfection Certificate, Borrower is not a party to, nor is bound by, any material license or other agreement with respect to which Borrower is the licensee that prohibits or otherwise restricts Borrower from granting a security interest in Borrower’s interest in such license or agreement or any other property. Borrower shall provide written notice to Bank within ten (10) days of entering or becoming bound by any such license or agreement which is reasonably likely to have a material impact on Borrower’s business or financial condition (other than over-the-counter software that is commercially available to the public). Borrower shall take such steps as Bank requests to obtain the consent of, or waiver by, any person whose consent or waiver is necessary for all such licenses or contract rights to be deemed “Collateral. The Assignee understands ” and for Bank to have a security interest in it that might otherwise be restricted or prohibited by law or by the terms of any such license or agreement (such consent or authorization may include a licensor’s agreement to a contingent assignment of the Claim security interest incorporated license to Bank if Bank determines that is necessary in its good faith judgment), whether now existing or entered into in the Collateral is not re-registered in favour of the Assignee and remains registered in favour of the Loan Originatorfuture.
8.3. The Loan Originator handles all matters related to Collateral, including the registration, amending and cancellation of mortgages and commercial pledges, including submits and receives all necessary documents in the respective pledge registers.
8.4. The Assignee understands and agrees that the Loan Originator during the validity term of the Agreement without a prior coordination with the Assignee may make any amendments or sign any additional agreements to the Collateral documentation. The Assignee shall recognize such amendments to Collateral documents or additional agreements as binding and not make any complaints in this regard. The Loan Originator undertakes by making amendments or signing additional agreements to the Collateral documents to act in the interests of the Assignee with due care.
8.5. The Loan Originator shall keep all Collateral documentation and originals of the documents related to the registration of the pledge, including the land register certificate and the deed of commercial pledge registration. The Assignee understands and is informed that the Loan Originator has an obligation to ensure the confidentiality of the Borrowers’ personal data, therefore the Loan Originator shall not issue the documents related to the registration of pledge or their derivatives to the Assignee.
8.6. The Loan Originator by fulfilling the task provided by the Assignee pursuant to the Agreement has the right to sell the Collateral or a part thereof pursuant to the Collateral documentation.
8.7. The Assignee has an obligation immediately, but not later than within 5 (five) Business Days from the receipt of Mintos or the Loan Originator’s request to provide Mintos or the Loan Originator with all necessary authority, consents and permits for Mintos or the Loan Originator to be able to execute the rights and obligations specified in the Agreement.
8.8. The Assignee understands and is informed that Mintos and the Loan Originator are not obliged to disclose to the Assignee the information and/or documents related to the enforcement of the Collateral (if any) and/or other debt collection proceedings against the Borrower. The Assignee shall not make any complaints against Mintos, the Loan Originator and the Borrower in this regard.
Appears in 1 contract
Collateral. 8.1Borrower has rights in and good title to the Collateral, free of Liens except Permitted Liens. This Section shall be applicable if Borrower has no deposit account, other than the Collateral is expressly indicated among other information about the Claim deposit accounts with SVB and deposit accounts described in the Portal.
8.2Perfection Certificate delivered to Lenders in connection herewith. The Loan Originator along with Accounts are bona fide, existing obligations, and the Claim shall not transfer service or property has been performed or delivered to the Assignee all rights related thereto account debtor or its agent for immediate shipment to and existing at unconditional acceptance by the moment of account debtor. Except as described in the assignment arising from the Collateral. The Assignee understands that by assignment of the Claim security interest incorporated in Perfection Certificate, the Collateral is not re-registered in favour the possession of any third party bailee (such as a warehouse). Except as hereafter disclosed to the Lenders in writing by Borrower, none of the Assignee and remains registered in favour of the Loan Originator.
8.3. The Loan Originator handles all matters related to Collateral, including the registration, amending and cancellation of mortgages and commercial pledges, including submits and receives all necessary documents in the respective pledge registers.
8.4. The Assignee understands and agrees that the Loan Originator during the validity term of the Agreement without a prior coordination with the Assignee may make any amendments or sign any additional agreements to the Collateral documentation. The Assignee shall recognize such amendments to Collateral documents or additional agreements as binding and not make any complaints in this regard. The Loan Originator undertakes by making amendments or signing additional agreements to the Collateral documents to act in the interests of the Assignee with due care.
8.5. The Loan Originator shall keep all Collateral documentation and originals of the documents related to the registration of the pledge, including the land register certificate and the deed of commercial pledge registration. The Assignee understands and is informed that the Loan Originator has an obligation to ensure the confidentiality of the Borrowers’ personal data, therefore the Loan Originator shall not issue the documents related to the registration of pledge or their derivatives to the Assignee.
8.6. The Loan Originator by fulfilling the task provided by the Assignee pursuant to the Agreement has the right to sell the Collateral or a part thereof pursuant to the Collateral documentation.
8.7. The Assignee has an obligation immediately, but not later than within 5 (five) Business Days from the receipt of Mintos or the Loan Originator’s request to provide Mintos or the Loan Originator with all necessary authority, consents and permits for Mintos or the Loan Originator to be able to execute the rights and obligations specified in the Agreement.
8.8. The Assignee understands and is informed that Mintos and the Loan Originator are not obliged to disclose to the Assignee the information and/or documents related to the enforcement components of the Collateral (if any) and/or shall be maintained at locations other debt collection proceedings against than as provided in the Perfection Certificate. In the event that Borrower, after the date hereof, intends to store or otherwise deliver any portion of the Collateral to a bailee, then Borrower will first receive the written consent of Lenders and such bailee must acknowledge in writing that the bailee is holding such Collateral for the benefit of Collateral Agent acting for Lenders; provided, further, prior to Borrower storing any Collateral at DDN ▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇, Memphis, TN 38141 Borrower will first receive the written consent of Lenders and such bailee must acknowledge in writing that the bailee is holding such Collateral for the benefit of Collateral Agent acting for Lenders. The Assignee shall All Inventory is in all material respects of good and marketable quality, free from material defects, other than Inventory consisting of clinical trial material which is usable as contemplated. Borrower is the sole owner or exclusive licensee of the Intellectual Property. Each Patent is valid and enforceable and no part of the Intellectual Property has been judged invalid or unenforceable, in whole or in part, and no claim has been made that any part of the Intellectual Property violates the rights of any third party, except to the extent such claim would not make any complaints against Mintos, the Loan Originator and the Borrower in this regardreasonably be expected to cause a Material Adverse Change.
Appears in 1 contract
Sources: Loan and Security Agreement (Cadence Pharmaceuticals Inc)
Collateral. 8.1. This Section shall be applicable if Borrower has good title to, has rights in, and the power to transfer each item of the Collateral is expressly indicated among upon which it purports to g▇▇▇▇ ▇ ▇▇▇▇ hereunder, free and clear of any and all Liens except Permitted Liens. Borrower has no deposit accounts other information about than the Claim deposit accounts with Bank, the deposit accounts, if any, described in the Portal.
8.2Perfection Certificate delivered to Bank in connection herewith, or of which Borrower has given Bank notice and taken such actions as are necessary to give Bank a perfected security interest therein. The Loan Originator along with the Claim shall not transfer to the Assignee all rights related thereto and Accounts are bona fide, existing at the moment obligations of the assignment arising from the CollateralAccount Debtors. The Assignee understands that by assignment of the Claim security interest incorporated in the Collateral is not rein the possession of any third party bailee (such as a warehouse) except for co-registered location facilities in favour the ordinary course of business, all of which have been disclosed in writing to Bank except as otherwise provided in the Perfection Certificate. None of the Assignee and remains registered in favour components of the Loan Originator.
8.3. The Loan Originator handles all matters related to Collateral, including the registration, amending and cancellation of mortgages and commercial pledges, including submits and receives all necessary documents Collateral shall be maintained at locations other than as provided in the respective pledge registers.
8.4Perfection Certificate, unless Borrower has given Bank written notice of such other locations. The Assignee understands and agrees In the event that Borrower, after the Loan Originator during the validity term date hereof, intends to store or otherwise deliver any portion of the Agreement without Collateral to a prior coordination with bailee, then Borrower will first receive the Assignee may make any amendments written consent of Bank and such bailee must execute and deliver a bailee agreement in form and substance satisfactory to Bank in its sole discretion. Borrower is the sole owner, or sign any additional agreements to the Collateral documentation. The Assignee shall recognize such amendments to Collateral documents or additional agreements as binding and not make any complaints in this regard. The Loan Originator undertakes by making amendments or signing additional agreements to the Collateral documents to act in the interests of the Assignee with due care.
8.5. The Loan Originator shall keep all Collateral documentation and originals of the documents related to the registration of the pledge, including the land register certificate and the deed of commercial pledge registration. The Assignee understands and is informed that the Loan Originator has an obligation to ensure the confidentiality of the Borrowers’ personal data, therefore the Loan Originator shall not issue the documents related to the registration of pledge or their derivatives to the Assignee.
8.6. The Loan Originator by fulfilling the task provided by the Assignee pursuant to the Agreement has the right to sell the Collateral or a part thereof use, of its intellectual property, except for licenses granted to its customers in the ordinary course of business that are otherwise permitted pursuant to Section 7.1. Each patent is valid and enforceable, and no part of the Collateral documentation.
8.7intellectual property has been judged invalid or unenforceable, in whole or in part, and to the best of Borrower’s knowledge, no claim has been made that any part of the intellectual property violates the rights of any third party except to the extent such claim could not reasonably be expected to have a material adverse effect on Borrower’s business. The Assignee has an obligation immediately, but not later than within 5 (five) Business Days from the receipt Certain of Mintos Borrower’s source code is on deposit with a source code escrow company pursuant to agreements now in effect or the Loan Originator’s request to provide Mintos or the Loan Originator with all necessary authority, consents and permits for Mintos or the Loan Originator to be able entered into with Borrower’s customers; however if the source code is released to execute such customers, the customers shall have the right to use the source code only for the purpose of maintaining and supporting such customer’s software and shall not have the right to otherwise license, sell or distribute such source code or software. Except as noted on the Perfection Certificate, Borrower is not a party to, nor is bound by, any material license of Intellectual Property or other material agreement with respect to Intellectual Property with respect to which Borrower is the licensee that prohibits or otherwise restricts Borrower from granting a security interest in Borrower’s interest in such material license or agreement or any other property. Borrower shall provide written notice to Bank within thirty (30) days of entering or becoming bound by any such license or agreement which is reasonably likely to have a material impact on Borrower’s business or financial condition (other than over-the-counter software that is commercially available to the public). Borrower shall take such steps as Bank reasonably requests to obtain the consent of, or waiver by, any person whose consent or waiver is necessary for all such licenses or contract rights to be deemed “Collateral” and obligations specified for Bank to have a security interest in it that might otherwise be restricted or prohibited by law or by the terms of any such license or agreement (such consent or authorization may include a licensor’s agreement to a contingent assignment of the license to Bank if Bank determines that is necessary in its good faith judgment), whether now existing or entered into in the Agreementfuture.
8.8. The Assignee understands and is informed that Mintos and the Loan Originator are not obliged to disclose to the Assignee the information and/or documents related to the enforcement of the Collateral (if any) and/or other debt collection proceedings against the Borrower. The Assignee shall not make any complaints against Mintos, the Loan Originator and the Borrower in this regard.
Appears in 1 contract
Collateral. 8.1Borrower has good title to, has rights in, and the power to transfer each item of the Collateral upon which it purports to ▇▇▇▇▇ ▇ ▇▇▇▇ hereunder, free and clear of any and all Liens except Permitted Liens. This Section Borrower has no deposit accounts other than the deposit accounts with Bank, the deposit accounts, if any, described in the Perfection Certificate delivered to Bank in connection herewith, or of which Borrower has given Bank notice and taken such actions as are necessary to give Bank a perfected security interest therein. The Accounts are bona fide, existing obligations of the Account Debtors. The Collateral is not in the possession of any third party bailee (such as a warehouse) except as otherwise provided in the Perfection Certificate. None of the components of the Collateral shall be applicable if maintained at locations other than as provided in the Perfection Certificate or as Borrower has given Bank notice pursuant to Section 7.2. In the event that Borrower, after the date hereof, intends to store or otherwise deliver any portion of the Collateral to a bailee, then Borrower will first receive the written consent of Bank and such bailee must execute and deliver a bailee agreement in form and substance satisfactory to Bank in its sole discretion. All Inventory is expressly indicated among other information about in all material respects of good and marketable quality, free from material defects. Borrower is the Claim sole owner of its intellectual property, except for non-exclusive licenses granted to its customers in the Portal.
8.2ordinary course of business. The Loan Originator along with Each patent is valid and enforceable, and no part of the Claim shall not transfer intellectual property has been judged invalid or unenforceable, in whole or in part, and to the Assignee all rights related thereto and existing at the moment best of Borrower's knowledge, no claim has been made that any part of the assignment arising intellectual property violates the rights of any third party except to the extent such claim could not reasonably be expected to have a material adverse effect on Borrower's business. Except as noted on the Perfection Certificate, Borrower is not a party to, nor is bound by, any material license or other agreement with respect to which Borrower is the licensee that prohibits or otherwise restricts Borrower from granting a security interest in Borrower's interest in such license or agreement or any other property. Borrower shall provide written notice to Bank within ten (10) days of entering or becoming bound by any such license or agreement which is reasonably likely to have a material impact on Borrower's business or financial condition (other than over-the-counter software that is commercially available to the public). Borrower shall take such steps as Bank requests to obtain the consent of, or waiver by, any person whose consent or waiver is necessary for all such licenses or contract rights to be deemed "Collateral. The Assignee understands " and for Bank to have a security interest in it that might otherwise be restricted or prohibited by law or by the terms of any such license or agreement (such consent or authorization may include a licensor's agreement to a contingent assignment of the Claim security interest incorporated license to Bank if Bank determines that is necessary in its good faith judgment), whether now existing or entered into in the Collateral is not re-registered in favour of the Assignee and remains registered in favour of the Loan Originatorfuture.
8.3. The Loan Originator handles all matters related to Collateral, including the registration, amending and cancellation of mortgages and commercial pledges, including submits and receives all necessary documents in the respective pledge registers.
8.4. The Assignee understands and agrees that the Loan Originator during the validity term of the Agreement without a prior coordination with the Assignee may make any amendments or sign any additional agreements to the Collateral documentation. The Assignee shall recognize such amendments to Collateral documents or additional agreements as binding and not make any complaints in this regard. The Loan Originator undertakes by making amendments or signing additional agreements to the Collateral documents to act in the interests of the Assignee with due care.
8.5. The Loan Originator shall keep all Collateral documentation and originals of the documents related to the registration of the pledge, including the land register certificate and the deed of commercial pledge registration. The Assignee understands and is informed that the Loan Originator has an obligation to ensure the confidentiality of the Borrowers’ personal data, therefore the Loan Originator shall not issue the documents related to the registration of pledge or their derivatives to the Assignee.
8.6. The Loan Originator by fulfilling the task provided by the Assignee pursuant to the Agreement has the right to sell the Collateral or a part thereof pursuant to the Collateral documentation.
8.7. The Assignee has an obligation immediately, but not later than within 5 (five) Business Days from the receipt of Mintos or the Loan Originator’s request to provide Mintos or the Loan Originator with all necessary authority, consents and permits for Mintos or the Loan Originator to be able to execute the rights and obligations specified in the Agreement.
8.8. The Assignee understands and is informed that Mintos and the Loan Originator are not obliged to disclose to the Assignee the information and/or documents related to the enforcement of the Collateral (if any) and/or other debt collection proceedings against the Borrower. The Assignee shall not make any complaints against Mintos, the Loan Originator and the Borrower in this regard.
Appears in 1 contract
Collateral. 8.1. This Section shall be applicable if ▇▇▇▇▇▇▇▇ has good title to, has rights in, and the power to transfer each item of the Collateral is expressly indicated among upon which it purports to ▇▇▇▇▇ ▇ ▇▇▇▇ hereunder, free and clear of any and all Liens except Permitted Liens. Borrower has no deposit accounts other information about than the Claim deposit accounts with Bank, the deposit accounts, if any, described in the Portal.
8.2Perfection Certificate delivered to Bank in connection herewith, or of which Borrower has given Bank notice and taken such actions as are necessary to give Bank a perfected security interest therein. The Loan Originator along with the Claim shall not transfer to the Assignee all rights related thereto and Accounts are bona fide, existing at the moment obligations of the assignment arising from the CollateralAccount Debtors. The Assignee understands that by assignment of the Claim security interest incorporated in the Collateral is not re-registered in favour the possession of any third party bailee (such as a warehouse) except as otherwise provided in the Perfection Certificate. Other than laptop computers and other mobile Equipment in the possession of employees, consultants or agents of Borrower, none of the Assignee and remains registered in favour components of the Loan Originator.
8.3. The Loan Originator handles all matters related to Collateral, including the registration, amending and cancellation of mortgages and commercial pledges, including submits and receives all necessary documents Collateral shall be maintained at locations other than as provided in the respective pledge registers.
8.4Perfection Certificate or as permitted pursuant to Section 7.2. The Assignee understands and agrees In the event that Borrower, after the Loan Originator during the validity term date hereof, intends to store or otherwise deliver any portion of the Agreement without Collateral in excess of Fifty Thousand Dollars ($50,000.00) to a prior coordination bailee, then Borrower will first receive the written consent of Bank and such bailee must execute and deliver a bailee agreement in form and substance satisfactory to Bank in its reasonable discretion. All Inventory is in all material respects of good and marketable quality, free from material defects. Except as noted on the Perfection Certificate, Borrower is not a party to, nor is bound by, any material license or other agreement with respect to which Borrower is the licensee (a) that prohibits or otherwise restricts Borrower from granting a security interest in Borrower’s interest in such license or agreement or any other property, or (b) for which a default under or termination of could interfere with the Assignee may make any amendments or sign any additional agreements to the Collateral documentation. The Assignee shall recognize such amendments to Collateral documents or additional agreements as binding and not make any complaints in this regard. The Loan Originator undertakes by making amendments or signing additional agreements to the Collateral documents to act in the interests of the Assignee with due care.
8.5. The Loan Originator shall keep all Collateral documentation and originals of the documents related to the registration of the pledge, including the land register certificate and the deed of commercial pledge registration. The Assignee understands and is informed that the Loan Originator has an obligation to ensure the confidentiality of the Borrowers’ personal data, therefore the Loan Originator shall not issue the documents related to the registration of pledge or their derivatives to the Assignee.
8.6. The Loan Originator by fulfilling the task provided by the Assignee pursuant to the Agreement has the Bank’s right to sell the Collateral any Collateral. Borrower shall provide written notice to Bank within ten (10) days of entering or a part thereof pursuant becoming bound by any such license or agreement (other than over-the-counter software that is commercially available to the Collateral documentation.
8.7public). The Assignee has an obligation immediatelyBorrower shall take such steps as Bank reasonably requests to obtain the consent of, but not later than within 5 or waiver by, any person whose consent or waiver is necessary for (fivex) Business Days from the receipt of Mintos all such licenses or the Loan Originator’s request to provide Mintos or the Loan Originator with all necessary authority, consents and permits for Mintos or the Loan Originator agreements to be able deemed “Collateral” and for Bank to execute have a security interest in it that might otherwise be restricted or prohibited by law or by the terms of any such license or agreement, whether now existing or entered into in the future, and (y) Bank to have the ability in the event of a liquidation of any Collateral to dispose of such Collateral in accordance with Bank’s rights and obligations specified in the Agreement.
8.8. The Assignee understands and is informed that Mintos remedies under this Agreement and the other Loan Originator are not obliged to disclose to the Assignee the information and/or documents related to the enforcement of the Collateral (if any) and/or other debt collection proceedings against the Borrower. The Assignee shall not make any complaints against Mintos, the Loan Originator and the Borrower in this regardDocuments.
Appears in 1 contract
Collateral. 8.1LOAN PACKAGES --------------------------
7.1 Borrower shall obtain from any of its subpartnerships to which it shall extend any loan or credit, or for whose benefit it shall provide any guarantee, letter of credit or other security or security enhancement (collectively, an "Accommodation"), a note or notes evidencing the loan, credit or Accommodation substantially in the form of Exhibit C, a mortgage, deed of trust or deed to secure debt acceptable to Lender which shall include the provisions set forth in Exhibit D, and such assignments of rents, security agreements, financing statements and similar items as Lender may request. This Section A11 of such mortgages, deeds of trust or deeds to secure debt shall secure in addition to any loans and Accommodations made by Borrower to such subpartnership, the loans and Accommodations made by Borrower to each and every other subpartnership, then existing or thereafter arising, and all modifications, extensions, advances and refinancing thereof, and each such note, mortgage, deed of trust, deed to secure debt, assignment of rents, security agreement and other instrument or document evidencing or securing such loan or Accommodation shall provide that any default by any subpartnership on any Loan Package shall be applicable if the Collateral is expressly indicated among a default under each and every other information about the Claim in the PortalLoan Package.
8.2. The Loan Originator along with 7.2 Borrower shall obtain from each of its subpartnerships, other than those described in Paragraph 7.1, a mortgage, deed of trust or deed to secure debt acceptable to Lender which shall include the Claim shall not transfer to the Assignee all rights related thereto provisions set forth on Exhibit D, and existing at the moment of the assignment arising from the Collateral. The Assignee understands that by an assignment of rents, security agreement and financing statement, which shall secure the Claim security interest incorporated in the Collateral is not re-registered in favour loans and Accommodations made by Borrower to each and every other subpartnership, then existing or thereafter arising, and all modifications, extensions, advances and refinancings thereof, and each such mortgage, deed of the Assignee trust or deed to secure debt shall provide that any default by any subpartnership on any Loan Package shall be a default thereunder.
7.3 Borrower represents and remains registered in favour warrants to Lender that it has good, valid and marketable title to all of the Loan OriginatorPackages, free and clear of any and all claims, liens and encumbrances.
8.3. The 7.4 At Lender's request, Borrower shall assign to Lender by recordable document any and all documents evidencing and securing any loon in a Loan Originator handles Package, and cause such assignment to be duly recorded.
7.5 Until otherwise notified by Lender, and provided Borrower is not in default hereunder, Borrower shall administer the Loan Packages as though they had not been assigned to Lender hereunder, and Borrower shall be entitled to collect any and all matters related loans to Collateralits subpartnership borrowers, and to exercise any and all rights under all documents evidencing and securing any and all such loans, including the registration, amending taking of any and cancellation of mortgages and commercial pledges, including submits and receives all necessary documents in the respective pledge registerslegal action to collect such loans.
8.4. The Assignee understands and agrees that the Loan Originator during the validity term of the Agreement without a prior coordination with the Assignee may make any amendments or sign any additional agreements to the Collateral documentation. The Assignee shall recognize such amendments to Collateral documents or additional agreements as binding and not make any complaints in this regard. The Loan Originator undertakes by making amendments or signing additional agreements to the Collateral documents to act in the interests of the Assignee with due care.
8.5. The Loan Originator shall keep all Collateral documentation and originals of the documents related to the registration of the pledge, including the land register certificate and the deed of commercial pledge registration. The Assignee understands and is informed that the Loan Originator has an obligation to ensure the confidentiality of the Borrowers’ personal data, therefore the Loan Originator shall not issue the documents related to the registration of pledge or their derivatives to the Assignee.
8.6. The Loan Originator by fulfilling the task provided by the Assignee pursuant to the Agreement has the right to sell the Collateral or a part thereof pursuant to the Collateral documentation.
8.7. The Assignee has an obligation immediately, but not later than within 5 (five) Business Days from the receipt of Mintos or the Loan Originator’s request to provide Mintos or the Loan Originator with all necessary authority, consents and permits for Mintos or the Loan Originator to be able to execute the rights and obligations specified in the Agreement.
8.8. The Assignee understands and is informed that Mintos and the Loan Originator are not obliged to disclose to the Assignee the information and/or documents related to the enforcement of the Collateral (if any) and/or other debt collection proceedings against the Borrower. The Assignee shall not make any complaints against Mintos, the Loan Originator and the Borrower in this regard.
Appears in 1 contract
Sources: Master Loan and Security Agreement (Balcor Realty Investors 84)
Collateral. 8.1. This Section shall be applicable if Borrower has good title to, has rights in, and the power to transfer each item of the Collateral is expressly indicated among upon which it purports to ▇▇▇▇▇ ▇ ▇▇▇▇ hereunder, free and clear of any and all Liens except Permitted Liens. Borrower has no deposit accounts other information about than the Claim deposit accounts with Bank, the deposit accounts, if any described in the Portal.
8.2Perfection Certificate delivered to Bank in connection herewith, or of which Borrower has given Bank notice and taken such actions as are necessary to give Bank a perfected security interest therein. The Loan Originator along with the Claim shall not transfer to the Assignee all rights related thereto and Accounts are bona fide, existing at the moment obligations of the assignment arising from the CollateralAccount Debtors. The Assignee understands that by assignment of the Claim security interest incorporated in the Collateral is not re-registered in favour the possession of any third party bailee (such as a warehouse) except as otherwise provided in the Perfection Certificate. Other than demo or loaner equipment with an aggregate book value of up to $500,000 that is used in the sales and clinical trial process, none of the Assignee and remains registered in favour of the Loan Originator.
8.3. The Loan Originator handles all matters related to Collateral, including the registration, amending and cancellation of mortgages and commercial pledges, including submits and receives all necessary documents in the respective pledge registers.
8.4. The Assignee understands and agrees that the Loan Originator during the validity term of the Agreement without a prior coordination with the Assignee may make any amendments or sign any additional agreements to the Collateral documentation. The Assignee shall recognize such amendments to Collateral documents or additional agreements as binding and not make any complaints in this regard. The Loan Originator undertakes by making amendments or signing additional agreements to the Collateral documents to act in the interests of the Assignee with due care.
8.5. The Loan Originator shall keep all Collateral documentation and originals of the documents related to the registration of the pledge, including the land register certificate and the deed of commercial pledge registration. The Assignee understands and is informed that the Loan Originator has an obligation to ensure the confidentiality of the Borrowers’ personal data, therefore the Loan Originator shall not issue the documents related to the registration of pledge or their derivatives to the Assignee.
8.6. The Loan Originator by fulfilling the task provided by the Assignee pursuant to the Agreement has the right to sell the Collateral or a part thereof pursuant to the Collateral documentation.
8.7. The Assignee has an obligation immediately, but not later than within 5 (five) Business Days from the receipt of Mintos or the Loan Originator’s request to provide Mintos or the Loan Originator with all necessary authority, consents and permits for Mintos or the Loan Originator to be able to execute the rights and obligations specified in the Agreement.
8.8. The Assignee understands and is informed that Mintos and the Loan Originator are not obliged to disclose to the Assignee the information and/or documents related to the enforcement components of the Collateral shall be maintained at locations other than as provided in the Perfection Certificate or as permitted pursuant to Section 7.2. In the event that Borrower, after the date hereof, intends to store or otherwise deliver any portion of the Collateral to a bailee, then Borrower will first receive the written consent of Bank and such bailee must execute and deliver a bailee agreement in form and substance satisfactory to Bank in its sole discretion. All Inventory is in all material respects of good and marketable quality, free from material defects. Borrower is the sole owner of the Intellectual Property which it owns or purports to own except for (if anya) and/or other debt collection proceedings against licenses granted to its customers in the ordinary course of business, (b) over-the-counter software that is commercially available to the public, and (c) material Intellectual Property licensed to Borrower and noted on the Perfection Certificate. Each Patent which it owns or purports to own and which is material to Borrower’s business is valid, and no part of the Intellectual Property which Borrower owns or purports to own and which is material to Borrower’s business has been judged invalid or unenforceable, in whole or in part. The Assignee shall To the best of Borrower’s knowledge, no written claim is pending that any part of the Intellectual Property violates the rights of any third party except to the extent such claim would not make have a material adverse effect on Borrower’s business. Except as noted on the Perfection Certificate, Borrower is not a party to, nor is it bound by, any complaints against Mintos, the Loan Originator and the Borrower in this regardRestricted License.
Appears in 1 contract
Collateral. 8.1. This Section shall be applicable if the The Collateral is expressly indicated among other information about owned by the Claim Borrower free and clear of any Lien, except as provided herein, and the Agent for the benefit of Secured Parties has a valid and perfected first priority security interest in the Portal.
8.2. The Loan Originator along with the Claim shall not transfer to the Assignee all rights related thereto and existing at the moment of the assignment arising from the Collateral. The Assignee understands that by assignment No effective financing statement or other instrument similar in effect covering any Collateral is on file in any recording office except such as has been filed in favor of the Claim security interest incorporated Agent relating to this Agreement. Representations and Warranties of UPAC. UPAC (individually and as Servicer hereunder), in order to induce the Lender and the Agent to enter into this Agreement and the other Transaction Documents, represents and warrants to each of them as follows: Organization and Good Standing. UPAC has been duly organized and is validly existing as a corporation in good standing under the laws of the State of Missouri, with power and authority to own its properties and to conduct its business as such properties are presently owned and such business is presently conducted, and had at all relevant times, and now has, all necessary power, authority, and legal right to acquire, own, dispose of, and service the Pool Receivables. Due Qualification. UPAC is duly qualified to do business as a foreign corporation in good standing, and has obtained all necessary approvals, in all jurisdictions in which the ownership or lease of property or the conduct of its business (including, without limitation, such business as a "premium finance company") requires such qualification or approvals. Power and Authority: Due Authorization. UPAC has (i) duly authorized by all necessary action, and has all necessary power, authority and legal right to (A) execute and deliver this Agreement, the Purchase and Sale Agreement and the other Transaction Documents to which it is a party, (B) carry out the terms of the Transaction Documents, (C) sell and assign the Receivables on the terms and conditions provided in the Collateral Purchase and Sale Agreement and (D) service the Receivables on the terms and conditions herein provided and (ii) has duly authorized by all necessary corporate action the execution, delivery and performance of this Agreement, the Purchase and Sale Agreement and the other Transaction Documents on the terms and conditions herein provided. Binding Obligations. This Agreement constitutes, and each other Transaction Document to be signed by UPAC when duly executed and delivered will constitute, a legal, valid and binding obligation of UPAC enforceable in accordance with its terms, except as enforceability may be limited by bankruptcy, insolvency, reorganization, or other similar laws affecting the enforcement of creditors' rights generally and by general principles of equity, regardless of whether such enforceability is not re-registered considered in favour a proceeding in equity or at law. No Violation. The consummation of the Assignee transactions contemplated by this Agreement, the Purchase and remains registered in favour Sale Agreement and the other Transaction Documents and the fulfillment of the Loan Originator.
8.3. The Loan Originator handles all matters related terms hereof and thereof will not conflict with, result in any breach of any of the terms and provisions of, or constitute (with or without notice or lapse of time) a default under, the articles of incorporation or by-laws of UPAC, or any indenture, loan agreement, mortgage, deed of trust, receivables purchase or other securitization agreement or other agreement or instrument to Collateralwhich UPAC is a party or by which it is bound, including the registration, amending and cancellation of mortgages and commercial pledges, including submits and receives all necessary documents or result in the respective pledge registers.
8.4. The Assignee understands and agrees that the Loan Originator during the validity term creation or imposition of the Agreement without a prior coordination with the Assignee may make any amendments or sign Lien upon any additional agreements to the Collateral documentation. The Assignee shall recognize such amendments to Collateral documents or additional agreements as binding and not make any complaints in this regard. The Loan Originator undertakes by making amendments or signing additional agreements to the Collateral documents to act in the interests of the Assignee with due care.
8.5. The Loan Originator shall keep all Collateral documentation and originals of the documents related to the registration of the pledge, including the land register certificate and the deed of commercial pledge registration. The Assignee understands and is informed that the Loan Originator has an obligation to ensure the confidentiality of the Borrowers’ personal data, therefore the Loan Originator shall not issue the documents related to the registration of pledge or their derivatives to the Assignee.
8.6. The Loan Originator by fulfilling the task provided by the Assignee its properties pursuant to the terms of any such indenture, loan agreement, mortgage, deed of trust, receivables purchase agreement or other securitization agreement or other agreement or instrument, other than this Agreement has and the right Purchase and Sale Agreement, or violate any law or any order, rule, or regulation applicable to sell UPAC or (except for Adverse Determinations disclosed in writing to Borrower, the Collateral Agent and Lender as assignees of UPAC and except as described in Schedule 6.02(e)) of any court or a part thereof pursuant of any federal or state regulatory body, administrative agency, or other governmental instrumentality having jurisdiction over UPAC (or Lender, the Agent and Borrower as assignees of UPAC) or any of its properties. No Proceedings. There are no proceedings or investigations pending, or threatened, against UPAC or its Affiliates, or any other Person, before any court, regulatory body, administrative agency, or other tribunal or governmental instrumentality (A) asserting the invalidity of this Agreement, the Purchase and Sale Agreement or any other Transaction Document, (B) seeking to prevent the Collateral documentation.
8.7. The Assignee has an obligation immediatelyconsummation of any of the transactions contemplated by this or any other Transaction Document, but not later than within 5 (fiveC) Business Days from seeking any determination or ruling that might adversely affect (i) the receipt performance by UPAC or Servicer of Mintos its obligations under this Agreement, or (ii) the validity or enforceability of this Agreement, the Purchase and Sale Agreement, any other Transaction Document, the Receivables or the Loan Originator’s request Contracts or (D) seeking to provide Mintos or adversely affect the Loan Originator with all necessary authority, consents and permits for Mintos or the Loan Originator to be able to execute the rights and obligations specified in the Agreement.
8.8. The Assignee understands and is informed that Mintos and the Loan Originator are not obliged to disclose to the Assignee the information and/or documents related to the enforcement federal income tax attributes of the Collateral (if any) and/or transactions contemplated hereunder. Government Approvals. No authorization or approval or other debt collection proceedings against action by, and no notice to or filing with, any governmental authority or regulatory body is required for the Borrower. The Assignee shall not make any complaints against Mintosdue execution, delivery and performance by UPAC of this Agreement, the Loan Originator Purchase and Sale Agreement or any other Transaction Document except for the Borrower filing of the UCC Financing Statements referred to in this regard.Article V, all of which, at the time required in Article V,
Appears in 1 contract
Sources: Loan and Security Agreement (Transfinancial Holdings Inc)
Collateral. 8.1Borrower has good title to, has rights in, and the power to transfer each item of the Collateral upon which it purports to ▇▇▇▇▇ ▇ ▇▇▇▇ hereunder, free and clear of any and all Liens except Permitted Liens. This Section Borrower has no deposit accounts other than the deposit accounts with Bank, the deposit accounts, if any, described in the Perfection Certificate delivered to Collateral Agent in connection herewith, or of which Borrower has given Lenders notice and taken such actions as are necessary to give Collateral Agent a perfected security interest therein. No Collateral in excess of $50,000 in the aggregate is in the possession of any third-party bailee (such as a warehouse) except as otherwise provided in the Perfection Certificate. None of the components of the Collateral in excess of $50,000 in the aggregate shall be applicable if maintained at locations other than as provided in the Perfection Certificate or as Borrower has given Lenders notice pursuant to Section 7.2. In the event that Borrower, after the date hereof, intends to store or otherwise deliver any portion of the Collateral is expressly indicated among other information about the Claim in excess of $50,000 in the Portal.
8.2aggregate to a bailee, then Borrower will first receive the written consent of Lenders and such bailee must execute and deliver a bailee agreement in form and substance reasonably satisfactory to Collateral Agent in its sole discretion. The Loan Originator along with All Inventory is in all material respects of good and marketable quality, free from material defects, normal wear and tear excepted. Borrower is the Claim shall sole owner of its intellectual property, except for licenses granted to its customers in the ordinary course of business which do not result in a legal transfer of title of the licensed property but that may be exclusive in respects other than territory and that may be exclusive as to territory only as to discreet geographical areas outside of the United States. Each patent is valid and enforceable, and no part of the intellectual property has been judged invalid or unenforceable, in whole or in part, and to Borrower’s knowledge, no claim has been made that any part of the intellectual property violates the rights of any third party except to the Assignee all rights related thereto and existing at extent such claim could not reasonably be expected to have a material adverse effect on Borrower’s business. Except as noted on the moment of Perfection Certificate, Borrower is not a party to, nor is bound by, any material license or other agreement with respect to which Borrower is the assignment arising licensee (a) that prohibits or otherwise restricts Borrower from the Collateral. The Assignee understands that by assignment of the Claim granting a security interest incorporated in the Borrower’s interest in such license or agreement or any other property, or (b) for which a default under or termination of could interfere with Collateral is not re-registered in favour of the Assignee and remains registered in favour of the Loan Originator.
8.3. The Loan Originator handles all matters related to Collateral, including the registration, amending and cancellation of mortgages and commercial pledges, including submits and receives all necessary documents in the respective pledge registers.
8.4. The Assignee understands and agrees that the Loan Originator during the validity term of the Agreement without a prior coordination with the Assignee may make any amendments or sign any additional agreements to the Collateral documentation. The Assignee shall recognize such amendments to Collateral documents or additional agreements as binding and not make any complaints in this regard. The Loan Originator undertakes by making amendments or signing additional agreements to the Collateral documents to act in the interests of the Assignee with due care.
8.5. The Loan Originator shall keep all Collateral documentation and originals of the documents related to the registration of the pledge, including the land register certificate and the deed of commercial pledge registration. The Assignee understands and is informed that the Loan Originator has an obligation to ensure the confidentiality of the Borrowers’ personal data, therefore the Loan Originator shall not issue the documents related to the registration of pledge or their derivatives to the Assignee.
8.6. The Loan Originator by fulfilling the task provided by the Assignee pursuant to the Agreement has the Agent’s right to sell the any Collateral. Borrower shall provide written notice to Collateral Agent within ten (10) days of entering or a part thereof pursuant becoming bound by any such license or agreement (other than over-the-counter software that is commercially available to the public). Borrower shall take such steps as Collateral documentation.
8.7. The Assignee has an obligation immediatelyAgent reasonably requests to obtain the consent of, but not later than within 5 or waiver by, any person whose consent or waiver is necessary for (fivex) Business Days from the receipt of Mintos all such licenses or the Loan Originator’s request to provide Mintos or the Loan Originator with all necessary authority, consents and permits for Mintos or the Loan Originator agreements to be able deemed “Collateral” and for Bank to execute have a security interest in it that might otherwise be restricted or prohibited by law or by the terms of any such license or agreement, whether now existing or entered into in the future, and (y) Collateral Agent to have the ability in the event of a liquidation of any Collateral to dispose of such Collateral in accordance with Collateral Agent’s rights and obligations specified in the Agreement.
8.8. The Assignee understands and is informed that Mintos remedies under this Agreement and the other Loan Originator are not obliged to disclose to the Assignee the information and/or documents related to the enforcement of the Collateral (if any) and/or other debt collection proceedings against the Borrower. The Assignee shall not make any complaints against Mintos, the Loan Originator and the Borrower in this regardDocuments.
Appears in 1 contract
Sources: Loan and Security Agreement (Ardea Biosciences, Inc./De)
Collateral. 8.1. This Section shall be applicable if Borrower has good title to, has rights in, and the power to transfer each item of the Collateral is expressly indicated among upon which it purports to ▇▇▇▇▇ ▇ ▇▇▇▇ hereunder, free and clear of any and all Liens except Permitted Liens. Borrower has no deposit accounts other information about than the Claim deposit accounts with Bank, the deposit accounts, if any, described in the Portal.
8.2Perfection Certificate delivered to Bank in connection herewith, or of which Borrower has given Bank notice and taken such actions as are necessary to give Bank a perfected security interest therein. The Loan Originator along with the Claim shall not transfer to the Assignee all rights related thereto and Accounts are bona fide, existing at the moment obligations of the assignment arising from the CollateralAccount Debtors. The Assignee understands that by assignment of the Claim security interest incorporated in the Collateral is not re-registered in favour the possession of any third party bailee (such as a warehouse) except as otherwise provided in the Perfection Certificate. None of the Assignee and remains registered in favour components of the Loan Originator.
8.3. The Loan Originator handles all matters related to Collateral, including the registration, amending and cancellation of mortgages and commercial pledges, including submits and receives all necessary documents Collateral shall be maintained at locations other than as provided in the respective pledge registers.
8.4Perfection Certificate or as Borrower has given Bank notice pursuant to Section 7.2. The Assignee understands and agrees In the event that Borrower, after the Loan Originator during the validity term date hereof, intends to store or otherwise deliver any portion of the Agreement without Collateral to a prior coordination bailee, then Borrower will first receive the written consent of Bank and such bailee must execute and deliver a bailee agreement in form and substance satisfactory to Bank in its sole discretion. Except as disclosed on the Perfection Certificate, Borrower is the sole owner of its intellectual property, except for non-exclusive licenses granted to its customers in the ordinary course of business. Each patent is valid and enforceable, and no part of the intellectual property has been judged invalid or unenforceable, in whole or in part, and to the best of Borrower’s knowledge, no claim has been made that any part of the intellectual property violates the rights of any third party except to the extent such claim could not reasonably be expected to have a material adverse effect on Borrower’s business. Except as noted on the Perfection Certificate, Borrower is not a party to, nor is bound by, any material license or other agreement with respect to which Borrower is the licensee (a) that prohibits or otherwise restricts Borrower from granting a security interest in Borrower’s interest in such license or agreement or any other property, or (b) for which a default under or termination of could interfere with the Assignee may make any amendments or sign any additional agreements to the Collateral documentation. The Assignee shall recognize such amendments to Collateral documents or additional agreements as binding and not make any complaints in this regard. The Loan Originator undertakes by making amendments or signing additional agreements to the Collateral documents to act in the interests of the Assignee with due care.
8.5. The Loan Originator shall keep all Collateral documentation and originals of the documents related to the registration of the pledge, including the land register certificate and the deed of commercial pledge registration. The Assignee understands and is informed that the Loan Originator has an obligation to ensure the confidentiality of the Borrowers’ personal data, therefore the Loan Originator shall not issue the documents related to the registration of pledge or their derivatives to the Assignee.
8.6. The Loan Originator by fulfilling the task provided by the Assignee pursuant to the Agreement has the Bank’s right to sell the Collateral any Collateral. Borrower shall provide written notice to Bank within ten (10) days of entering or a part thereof pursuant becoming bound by any such license or agreement (other than over-the-counter software that is commercially available to the Collateral documentation.
8.7public). The Assignee has an obligation immediatelyBorrower shall take such steps as Bank requests to obtain the consent of, but not later than within 5 or waiver by, any person whose consent or waiver is necessary for (fivex) Business Days from the receipt of Mintos all such licenses or the Loan Originator’s request to provide Mintos or the Loan Originator with all necessary authority, consents and permits for Mintos or the Loan Originator agreements to be able deemed “Collateral” and for Bank to execute have a security interest in it that might otherwise be restricted or prohibited by law or by the terms of any such license or agreement, whether now existing or entered into in the future, and (y) Bank to have the ability in the event of a liquidation of any Collateral to dispose of such Collateral in accordance with Bank’s rights and obligations specified in the Agreement.
8.8. The Assignee understands and is informed that Mintos remedies under this Agreement and the other Loan Originator are not obliged to disclose to the Assignee the information and/or documents related to the enforcement of the Collateral (if any) and/or other debt collection proceedings against the Borrower. The Assignee shall not make any complaints against Mintos, the Loan Originator and the Borrower in this regardDocuments.
Appears in 1 contract
Collateral. 8.1. This Section To secure payment of the Primary Credit Facility and performance of all other Loan, obligations and duties owed by Borrower to Lender, Borrower (end others, it required) shall grant to Lender Security interests in such property and assets as Lender may require Lender's Security Interests in the Collateral shall be applicable if continuing hens and shall include the Collateral is expressly indicated among other information about proceeds and products of the Claim in Collateral, including without limitation the Portal.
8.2. The Loan Originator along with the Claim shall not transfer proceeds of any insurance With respect to the Assignee Collateral, Borrower agrees and represents and warrants to Lender: Perfection of Security interests, Borrower agrees to execute financing statements and all rights related thereto documents perfecting Lender's Security Interest and existing at the moment of the assignment arising from to take whatever other actions era requested by Lender to perfect and continue Lender's Security Interests in the Collateral. The Assignee understands that by assignment Upon request of the Claim security interest incorporated in the Collateral is not re-registered in favour of the Assignee Lender, Borrower will deliver to Lender any and remains registered in favour of the Loan Originator.
8.3. The Loan Originator handles all matters related to Collateral, including the registration, amending and cancellation of mortgages and commercial pledges, including submits and receives all necessary documents in the respective pledge registers.
8.4. The Assignee understands and agrees that the Loan Originator during the validity term of the Agreement without a prior coordination with the Assignee may make any amendments or sign any additional agreements to the Collateral documentation. The Assignee shall recognize such amendments to Collateral documents or additional agreements as binding and not make any complaints in this regard. The Loan Originator undertakes by making amendments or signing additional agreements to the Collateral documents to act in the interests of the Assignee with due care.
8.5. The Loan Originator shall keep all Collateral documentation and originals oil of the documents evidencing or constituting the Collateral, and Borrower will note Lender's interest upon any and all chattel paper and instruments if not delivered to Lender for possession by Lender Contemporaneous with the execution of this Agreement, Borrower will execute one or more UCC financing statements and any similar statements as may be required by applicable law, and Lender will file such financing statements and all such similar statements in the appropriate location or locations. Borrower hereby appoints Lender as its irrevocable attorney-in-fact for the purpose of executing any documents necessary to perfect or to continue any Security Interest Lender may at any time, and without further authorization from Borrower, file a carbon, photograph, facsimile, or other reproduction of any financing statement for use as a financing statement Borrower will reimburse Lender for all expenses for the perfection, termination, and the continuation of the perfection of Lender's security interest in the Collateral. Borrower promptly will notify Lender before any change in Borrower's name including any change to the assumed business names of Borrower. Borrower also promptly will notify Lender before any change in Borrower's Social Security Number or Employer Identification Number. Borrower further agrees to notify Lender in writing prior to any change in address or location of Borrower's principal governance office or should Borrower merge or consolidate with any other entity Collateral Records. Borrower does now, and at all times hereafter shall, keep correct and accurate records of the Collateral, all of which records shall be available to Lender or Lender's representative upon demand for inspection and copying at any reasonable time. With respect to the Accounts, Borrower agrees to keep and maintain such records as Lender may require, including without limitation information concerning Eligible Accounts and Account balances and agings Records related to Accounts (Receivables) are or will be located at Borrower's headquarters. With respect to the registration of the pledgeinventory, Borrower agrees to keep and maintain such records as Lender may require, including without limitation information concerning Eligible inventory and records itemizing and describing the land register certificate kind, type, quality, and quantity of Inventory, Borrower's Inventory costs and selling prices, and the deed of commercial pledge registration. The Assignee understands daily withdrawals and is informed that the Loan Originator has an obligation additions to ensure the confidentiality of the Borrowers’ personal data, therefore the Loan Originator shall not issue the documents Inventory Records related to Inventory are or will be located at Borrower's headquarters The above is an accurate and complete list of all locations at which Borrower keeps or maintains business records concerning Borrower's collateral Collateral Schedules. Concurrently with the registration execution and delivery of pledge or their derivatives this Agreement, Borrower shall execute and deliver to Lender schedules of Accounts and Inventory and schedules of Eligible Accounts and Eligible Inventory in form and substance satisfactory to the Assignee.
8.6Lender. The Loan Originator by fulfilling the task provided by the Assignee pursuant Thereafter supplemental schedules shall be delivered according to the Agreement has following schedule With respect to Eligible Accounts, schedules shall be delivered with the right Borrowing Base certificate With respect to sell Eligible Inventory, schedules shall be delivered with the Collateral or a part thereof pursuant to the Collateral documentation.
8.7. The Assignee has an obligation immediately, but not later than within 5 (five) Business Days from the receipt of Mintos or the Loan Originator’s request to provide Mintos or the Loan Originator with all necessary authority, consents and permits for Mintos or the Loan Originator to be able to execute the rights and obligations specified in the Agreement.
8.8. The Assignee understands and is informed that Mintos and the Loan Originator are not obliged to disclose to the Assignee the information and/or documents related to the enforcement of the Collateral (if any) and/or other debt collection proceedings against the Borrower. The Assignee shall not make any complaints against Mintos, the Loan Originator and the Borrower in this regard.Borrowing Base certificate
Appears in 1 contract
Sources: Business Loan Agreement (Keystone Consolidated Industries Inc)
Collateral. 8.1Each Borrower has good title to its Collateral, free and clear of any and all Liens except Permitted Liens. This Section shall be applicable if Borrower has no deposit account other than the Collateral is expressly indicated among other information about the Claim deposit accounts with Bank and deposit accounts described in the Portal.
8.2Perfection Certificate delivered to Bank in connection herewith. The Loan Originator along with the Claim shall not transfer to the Assignee all rights related thereto and existing at the moment of the assignment arising from the Collateral. The Assignee understands that by assignment of the Claim security interest incorporated in the Collateral is not re-registered in favour the possession of any third party bailee (such as a warehouse), except as expressly identified in the Perfection Certificate. Except as hereafter disclosed to Bank in writing by Borrower, none of the Assignee and remains registered in favour of the Loan Originator.
8.3. The Loan Originator handles all matters related to Collateral, including the registration, amending and cancellation of mortgages and commercial pledges, including submits and receives all necessary documents in the respective pledge registers.
8.4. The Assignee understands and agrees that the Loan Originator during the validity term of the Agreement without a prior coordination with the Assignee may make any amendments or sign any additional agreements to the Collateral documentation. The Assignee shall recognize such amendments to Collateral documents or additional agreements as binding and not make any complaints in this regard. The Loan Originator undertakes by making amendments or signing additional agreements to the Collateral documents to act in the interests of the Assignee with due care.
8.5. The Loan Originator shall keep all Collateral documentation and originals of the documents related to the registration of the pledge, including the land register certificate and the deed of commercial pledge registration. The Assignee understands and is informed that the Loan Originator has an obligation to ensure the confidentiality of the Borrowers’ personal data, therefore the Loan Originator shall not issue the documents related to the registration of pledge or their derivatives to the Assignee.
8.6. The Loan Originator by fulfilling the task provided by the Assignee pursuant to the Agreement has the right to sell the Collateral or a part thereof pursuant to the Collateral documentation.
8.7. The Assignee has an obligation immediately, but not later than within 5 (five) Business Days from the receipt of Mintos or the Loan Originator’s request to provide Mintos or the Loan Originator with all necessary authority, consents and permits for Mintos or the Loan Originator to be able to execute the rights and obligations specified in the Agreement.
8.8. The Assignee understands and is informed that Mintos and the Loan Originator are not obliged to disclose to the Assignee the information and/or documents related to the enforcement components of the Collateral shall be maintained at locations other than as provided in the Perfection Certificate. In the event that Borrower, after the date hereof, intends to store or otherwise deliver any portion of the Collateral to a bailee not otherwise expressly identified (if anyas such a bailee) and/or in the Perfection Certificate, then Borrower will first notify Bank in writing of such new bailee. With respect to any bailee of Collateral, Borrower shall, promptly upon Bank's request therefor, use commercially reasonable efforts to deliver to Bank a bailee agreement (in form and substance satisfactory to Bank) duly executed by such bailee. In the event that Bank requests such a bailee agreement and Borrower uses such efforts but does not succeed in delivering such a bailee agreement, Bank may (in its good faith business judgment) maintain a Reserve with respect to such bailee. With respect to any leased premises of Borrower, Borrower shall, promptly upon Bank's request therefor, use commercially reasonable efforts to deliver to Bank a landlord agreement (in form and substance satisfactory to Bank) duly executed by the lessor of such leased premises. In the event that Bank requests such a landlord agreement and Borrower uses such efforts but does not succeed in delivering such a landlord agreement, Bank may (in its good faith business judgment) maintain a Reserve with respect to such leased premises. All Inventory is in all material respects of good and marketable quality, free from material defects. Borrower is the sole owner of its Intellectual Property, except for non-exclusive licenses granted to its customers in the ordinary course of business, and except such other debt collection proceedings against licenses and shared Intellectual Property rights as expressly described in the Exhibits referred to in the most recent 10K and 10Q reports of Endocare filed with the Securities and Exchange Commission. To the best of Borrower's knowledge, each Patent is valid and enforceable. The Assignee shall not make No part of the material Intellectual Property has been judged invalid or unenforceable, in whole or in part. To the best of Borrower's knowledge, no claim has been made that any complaints against Mintospart of the Intellectual Property violates, in any material respect, the Loan Originator and the Borrower in this regardrights of any third party.
Appears in 1 contract
Collateral. 8.1. This Section shall be applicable if Borrower has good title, has rights in, and the power to transfer each item of the Collateral is expressly indicated among upon which it purports to ▇▇▇▇▇ ▇ ▇▇▇▇ hereunder, free and clear of any and all Liens except Permitted Liens. Borrower has no deposit accounts other information about than the Claim deposit accounts with Bank, the deposit accounts, if any, described in the Portal.
8.2Perfection Certificate delivered to Bank in connection herewith, or of which Borrower has given Bank notice and taken such actions as are necessary to give Bank a perfected security interest therein. The Loan Originator along with the Claim shall not transfer to the Assignee all rights related thereto and Accounts are bona fide, existing at the moment obligations of the assignment arising from the CollateralAccount Debtors. The Assignee understands that by assignment of the Claim security interest incorporated in the Collateral is not re-registered in favour the possession of any third party bailee (such as a warehouse) except as otherwise provided in the Perfection Certificate. None of the Assignee and remains registered in favour components of the Loan Originator.
8.3. The Loan Originator handles all matters related to Collateral, including the registration, amending and cancellation of mortgages and commercial pledges, including submits and receives all necessary documents Collateral shall be maintained at locations other than as provided in the respective pledge registers.
8.4Perfection Certificate or as permitted pursuant to Section 7.2. The Assignee understands and agrees In the event that Borrower, after the Loan Originator during the validity term date hereof, intends to store or otherwise deliver any portion of the Agreement without Collateral to a prior coordination bailee, then Borrower will first receive the written consent of Bank and such bailee must execute and deliver a bailee agreement in form and substance satisfactory to Bank in its sole discretion. Borrower is the sole owner of its intellectual property, except for non-exclusive licenses granted to its customers in the ordinary course of business. Each patent is valid and enforceable, and no part of the intellectual property has been judged invalid or unenforceable, in whole or in part, and to the best of Borrower’s knowledge, no claim has been made that any part of the intellectual property violates the rights of any third party except to the extent such claim could not reasonably be expected to have a material adverse effect on Borrower’s business. Except as noted on the Perfection Certificate, Borrower is not a party to, nor is bound by, any material license or other agreement with respect to which Borrower is the licensee (a) that prohibits or otherwise restricts Borrower from granting a security interest in Borrower’s interest in such license or agreement or any other property, or (b) for which a default under or termination of could interfere with the Assignee may make any amendments or sign any additional agreements to the Collateral documentation. The Assignee shall recognize such amendments to Collateral documents or additional agreements as binding and not make any complaints in this regard. The Loan Originator undertakes by making amendments or signing additional agreements to the Collateral documents to act in the interests of the Assignee with due care.
8.5. The Loan Originator shall keep all Collateral documentation and originals of the documents related to the registration of the pledge, including the land register certificate and the deed of commercial pledge registration. The Assignee understands and is informed that the Loan Originator has an obligation to ensure the confidentiality of the Borrowers’ personal data, therefore the Loan Originator shall not issue the documents related to the registration of pledge or their derivatives to the Assignee.
8.6. The Loan Originator by fulfilling the task provided by the Assignee pursuant to the Agreement has the Bank’s right to sell any Collateral. Without prior consent from Bank, Borrower shall not enter into, or become bound by, any such license or agreement which is reasonably likely to have a material adverse effect on Borrower’s business or financial condition. Borrower shall take such steps as Bank requests to obtain the Collateral consent of, or a part thereof pursuant to the Collateral documentation.
8.7. The Assignee has an obligation immediatelywaiver by, but not later than within 5 (five) Business Days from the receipt of Mintos any person whose consent or the Loan Originator’s request to provide Mintos waiver is necessary for all such licenses or the Loan Originator with all necessary authority, consents and permits for Mintos or the Loan Originator contract rights to be able deemed “Collateral” and for Bank to execute have a security interest in it that might otherwise be restricted or prohibited by law or by the rights and obligations specified terms of any such license or agreement, whether now existing or entered into in the Agreementfuture.
8.8. The Assignee understands and is informed that Mintos and the Loan Originator are not obliged to disclose to the Assignee the information and/or documents related to the enforcement of the Collateral (if any) and/or other debt collection proceedings against the Borrower. The Assignee shall not make any complaints against Mintos, the Loan Originator and the Borrower in this regard.
Appears in 1 contract
Sources: Loan and Security Agreement (Xplore Technologies Corp)
Collateral. 8.1. This Section shall be applicable if Borrower has good title to, has rights in, and the power to transfer each item of the Collateral is expressly indicated among upon which it purports to ▇▇▇▇▇ ▇ ▇▇▇▇ hereunder, free and clear of any and all Liens except Permitted Liens. Borrower has no deposit accounts other information about than the Claim deposit accounts with Bank, the deposit accounts, if any, described in the Portal.
8.2Perfection Certificate delivered to Bank in connection herewith, or of which Borrower has given Bank notice and taken such actions as are necessary to give Bank a perfected security interest therein. The Loan Originator along with the Claim shall not transfer to the Assignee all rights related thereto and Accounts are bona fide, existing at the moment obligations of the assignment arising from the CollateralAccount Debtors. The Assignee understands that by assignment of the Claim security interest incorporated in the Collateral is not re-registered in favour the possession of any third party bailee (such as a warehouse) except as otherwise provided in the Perfection Certificate. None of the Assignee and remains registered in favour components of the Loan Originator.
8.3. The Loan Originator handles all matters related to Collateral, including the registration, amending and cancellation of mortgages and commercial pledges, including submits and receives all necessary documents Collateral shall be maintained at locations other than as provided in the respective pledge registers.
8.4Perfection Certificate, unless Borrower has given Bank written notice of such other locations. The Assignee understands and agrees In the event that Borrower, after the Loan Originator during the validity term date hereof, intends to store or otherwise deliver any portion of the Agreement without Collateral to a prior coordination bailee, then Borrower will first receive the written consent of Bank and such bailee must execute and deliver a bailee agreement in form and substance satisfactory to Bank in its sole discretion. All Inventory is in all material respects of good and marketable quality, free from material defects. Borrower is the sole owner of its intellectual property, except for non-exclusive licenses granted to its customers in the ordinary course of business. Each patent is valid and enforceable, and no part of the intellectual property has been judged invalid or unenforceable, in whole or in part, and to the best of Borrower’s knowledge, no claim has been made that any part of the intellectual property violates the rights of any third party except to the extent such claim could not reasonably be expected to have a material adverse effect on Borrower’s business. Except as noted on the Perfection Certificate, Borrower is not a party to, nor is bound by, any material license or other agreement with respect to which Borrower is the licensee (a) that prohibits or otherwise restricts Borrower from granting a security interest in Borrower’s interest in such license or agreement or any other property, or (b) for which a default under or termination of could interfere with the Assignee may make any amendments or sign any additional agreements to the Collateral documentation. The Assignee shall recognize such amendments to Collateral documents or additional agreements as binding and not make any complaints in this regard. The Loan Originator undertakes by making amendments or signing additional agreements to the Collateral documents to act in the interests of the Assignee with due care.
8.5. The Loan Originator shall keep all Collateral documentation and originals of the documents related to the registration of the pledge, including the land register certificate and the deed of commercial pledge registration. The Assignee understands and is informed that the Loan Originator has an obligation to ensure the confidentiality of the Borrowers’ personal data, therefore the Loan Originator shall not issue the documents related to the registration of pledge or their derivatives to the Assignee.
8.6. The Loan Originator by fulfilling the task provided by the Assignee pursuant to the Agreement has the Bank’s right to sell the Collateral any Collateral. Borrower shall provide written notice to Bank within ten (10) days of entering or a part thereof pursuant becoming bound by any such license or agreement (other than over-the-counter software that is commercially available to the Collateral documentation.
8.7public). The Assignee has an obligation immediatelyBorrower shall take such steps as Bank requests to obtain the consent of, but not later than within 5 or waiver by, any person whose consent or waiver is necessary for (fivex) Business Days from the receipt of Mintos all such licenses or the Loan Originator’s request to provide Mintos or the Loan Originator with all necessary authority, consents and permits for Mintos or the Loan Originator agreements to be able deemed “Collateral” and for Bank to execute have a security interest in it that might otherwise be restricted or prohibited by law or by the terms of any such license or agreement, whether now existing or entered into in the future, and (y) Bank to have the ability in the event of a liquidation of any Collateral to dispose of such Collateral in accordance with Bank’s rights and obligations specified in the Agreement.
8.8. The Assignee understands and is informed that Mintos remedies under this Agreement and the other Loan Originator are not obliged to disclose to the Assignee the information and/or documents related to the enforcement of the Collateral (if any) and/or other debt collection proceedings against the Borrower. The Assignee shall not make any complaints against Mintos, the Loan Originator and the Borrower in this regardDocuments.
Appears in 1 contract
Collateral. 8.1. This Section shall be applicable if Borrower has good title to, has rights in, and the power to transfer each item of the Collateral is expressly indicated among upon which it purports to ▇▇▇▇▇ ▇ ▇▇▇▇ hereunder, free and clear of any and all Liens except Permitted Liens. Borrower has no deposit accounts other information about than the Claim deposit accounts with Bank, the deposit accounts, if any, described in the Portal.
8.2Perfection Certificate delivered to Bank in connection herewith, or of which Borrower has given Bank notice and beginning not later than the 91st day after the Effective Date (in accordance with the provisions set forth in Section 6.8(a) hereof), Borrower has taken such actions as are necessary to give Bank a perfected security interest therein. The Loan Originator along with the Claim shall not transfer to the Assignee all rights related thereto and Accounts are bona fide, existing at the moment obligations of the assignment arising from the CollateralAccount Debtors. The Assignee understands that by assignment As of the Claim security interest incorporated in Closing Date, the Collateral is not re-registered in favour the possession of any third party bailee (such as a warehouse) except as otherwise provided in the Perfection Certificate and as set forth in the following sentence, provided that in connection with any such third party bailee locations Borrower shall, within 90 days of the Assignee date hereof, use all commercially reasonable efforts to obtain third party bailee letter agreements from the owners/operators of such locations, which shall be in form and remains registered in favour of the Loan Originator.
8.3substance acceptable to Bank. The Loan Originator handles all matters related to CollateralOther than inventory located, including the registration, amending and cancellation of mortgages and commercial pledges, including submits and receives all necessary documents in the respective pledge registers.
8.4. The Assignee understands and agrees that ordinary course of business, at locations for the Loan Originator during the validity term purpose of the Agreement without a prior coordination with the Assignee may make any amendments or sign any additional agreements to the Collateral documentation. The Assignee shall recognize such amendments to Collateral documents or additional agreements as binding and not make any complaints in this regard. The Loan Originator undertakes by making amendments or signing additional agreements to the Collateral documents to act in the interests of the Assignee with due care.
8.5. The Loan Originator shall keep all Collateral documentation and originals of the documents related to the registration of the pledgetesting thereof, including the land register certificate and the deed of commercial pledge registration. The Assignee understands and is informed that the Loan Originator has an obligation to ensure the confidentiality of the Borrowers’ personal data, therefore the Loan Originator shall not issue the documents related to the registration of pledge or their derivatives to the Assignee.
8.6. The Loan Originator by fulfilling the task provided by the Assignee pursuant to the Agreement has the right to sell the Collateral or a part thereof pursuant to the Collateral documentation.
8.7. The Assignee has an obligation immediately, but not later than within 5 (five) Business Days from the receipt of Mintos or the Loan Originator’s request to provide Mintos or the Loan Originator with all necessary authority, consents and permits for Mintos or the Loan Originator to be able to execute the rights and obligations specified in the Agreement.
8.8. The Assignee understands and is informed that Mintos and the Loan Originator are not obliged to disclose to the Assignee the information and/or documents related to the enforcement none of the Collateral (if any) and/or shall be maintained at locations other debt collection proceedings against than as provided in the Perfection Certificate and as otherwise permitted pursuant to this Agreement, including, without limitation, Section 7.2. The provisions of this paragraph shall not apply to Inventory that has been shipped, but as to which title has not yet passed to the buyer thereof, but which is intended, in the ordinary course of business, to result in having title to such Inventory pass to such buyer. All Inventory is in all material respects of good and marketable quality, free from material defects, taking into account all Inventory write-downs and reserves. Borrower is the sole owner of its intellectual property, except for licenses granted to its customers in the ordinary course of business consistent with the past business practices of Borrower. The Assignee shall No part of the intellectual property has been judged invalid or unenforceable, in whole or in part, and, to Borrower’s knowledge, no claim has been made that any part of the intellectual property violates the rights of any third party, except to the extent such claim would not make any complaints against Mintos, the Loan Originator and the Borrower in this regardreasonably be expected to have a material adverse effect on Borrower’s business.
Appears in 1 contract
Sources: Loan and Security Agreement (Mindspeed Technologies, Inc)
Collateral. 8.1The Banks acknowledge that all collateral is held pursuant to Security Documents which name PNC, as Agent, as the secured party and that PNC is holding such collateral as Agent for the Banks under the Amended Credit Agreement. This Section The Banks agree that to avoid the cost of assigning the Security Documents, PNC will continue to hold such collateral as Agent for the Banks under the Amended Credit Agreement, but that the relationship between the Banks as to the collateral shall be applicable if the Collateral is expressly indicated among other information about the Claim revised in the Portal.
8.2manner set forth below. The Loan Originator along with From and after the Claim date of this Agreement, PNC and Bank One, equally, shall not transfer to the Assignee all rights related thereto and existing at the moment of the assignment arising from the Collateral. The Assignee understands that by assignment of the Claim have, as security interest incorporated in the Collateral is not re-registered in favour of the Assignee and remains registered in favour of the Loan Originator.
8.3. The Loan Originator handles all matters related to Collateral, including the registration, amending and cancellation of mortgages and commercial pledges, including submits and receives all necessary documents in the respective pledge registers.
8.4. The Assignee understands and agrees that the Loan Originator during the validity term of the Agreement without a prior coordination with the Assignee may make any amendments or sign any additional agreements to the Collateral documentation. The Assignee shall recognize such amendments to Collateral documents or additional agreements as binding and not make any complaints in this regard. The Loan Originator undertakes by making amendments or signing additional agreements to the Collateral documents to act in the interests of the Assignee with due care.
8.5. The Loan Originator shall keep all Collateral documentation and originals of the documents related to the registration of the pledge, including the land register certificate and the deed of commercial pledge registration. The Assignee understands and is informed that the Loan Originator has an obligation to ensure the confidentiality of for the Borrowers’ personal dataobligations under Term Loan A, therefore the first priority lien and security interest in all real property and equipment which is collateral for the Loans under the Amended Credit Agreement and a second priority lien and security interest in all other collateral for the Loans under the Amended Credit Agreement and Fifth Third will have, as security for the Borrowers’ obligations under the Revolving Credit Loan, a second priority lien and security interest in all real property and equipment which is collateral for the Loans under the Amended Credit Agreement and a first priority lien and security interest in all other collateral for the Loans under the Amended Credit Agreement. Upon the occurrence of an Event of Default under the Amended Credit Agreement, PNC and Bank One shall share equally in the proceeds of any sale or other disposition of all real property and equipment collateral for the Loans under the Amended Credit Agreement, until such time they are paid in full all amounts due to them under Term Loan Originator A. Any proceeds in excess of the amount due to PNC and Bank One as provided in the proceeding sentence shall not issue be payable to Fifth Third, if necessary, to pay amounts due to Fifth Third under the documents related Revolving Credit Loan. Upon the occurrence of an Event of Default under the Amended Credit Agreement, Fifth Third shall be entitled to the registration proceeds of pledge any sale or their derivatives other disposition of all collateral, other than the real property and equipment collateral, which is security for the Loans under the Amended Credit Agreement, until Fifth Third is paid in full all amounts due to Fifth Third under the Assignee.
8.6Revolving Credit Loan. The Loan Originator by fulfilling Any proceeds in excess of the task amounts due to Fifth Third as provided by the Assignee pursuant to the Agreement has the right to sell the Collateral or a part thereof pursuant to the Collateral documentation.
8.7. The Assignee has an obligation immediately, but not later than within 5 (five) Business Days from the receipt of Mintos or the Loan Originator’s request to provide Mintos or the Loan Originator with all necessary authority, consents and permits for Mintos or the Loan Originator to be able to execute the rights and obligations specified in the Agreement.
8.8. The Assignee understands preceding sentence shall be payable equally to PNC and is informed Bank One, if necessary to pay amounts due to them under Term Loan A. To the extent that Mintos and the Loan Originator foregoing terms are not obliged to disclose to inconsistent with the Assignee the information and/or documents related to the enforcement terms of the Collateral Amended Credit Agreement, and in particular Section 7.2(d) and (if anye) and/or other debt collection proceedings against of the Borrower. The Assignee shall not make any complaints against MintosAmended Credit Agreement, the Loan Originator and terms of the Borrower in this regardAmended Credit Agreement are hereby amended.
Appears in 1 contract
Collateral. 8.1. This Section shall be applicable if Borrower has good title to the Collateral and the Intellectual Property, free of Liens except Permitted Liens and Borrower has Rights to each asset that is expressly indicated among Collateral. Borrower has no other information about deposit account, other than the Claim deposit accounts described in the Portal.
8.2Schedule. The Loan Originator along with Accounts are bona fide, existing obligations, and the Claim shall not transfer service or property has been performed or delivered to the Assignee all rights related thereto account debtor or its agent for immediate shipment to and existing at unconditional acceptance by the moment of the assignment arising from the Collateralaccount debtor. The Assignee understands that by assignment of the Claim security interest incorporated in the Collateral is not rein the possession of any third party bailee (such as at a warehouse), except to the extent that purchased components of inventory are located, in the ordinary course of business, at the sites of contract manufacturers and with the further understanding that no inventory that is located at such a third party site shall be considered Eligible Inventory hereunder. In the event that Borrower, after the date hereof, intends to store or otherwise deliver the Collateral to such a bailee, then Borrower will receive the prior written consent of Bank and such bailee must acknowledge in writing that the bailee is holding such Collateral for the benefit of Bank. Borrower has no notice of any actual or imminent Insolvency Proceeding of any account debtor whose accounts are an Eligible Account in any Borrowing Base Certificate. All Inventory is in all material respects of good and marketable quality, free from material defects. Borrower is the sole owner of, or a licensee of, the Intellectual Property, except for non-registered exclusive licenses granted to its customers in favour the ordinary course of business. Each Patent is valid and enforceable (subject to the ability of the Assignee Borrower to abandon rights to certain Intellectual Property as set forth in Section 6.8 hereof) and remains registered in favour no part of the Loan Originator.
8.3. The Loan Originator handles all matters related to CollateralIntellectual Property has been judged invalid or unenforceable, including the registrationin whole or in part, amending and cancellation of mortgages and commercial pledges, including submits and receives all necessary documents in the respective pledge registers.
8.4. The Assignee understands and agrees no claim has been made that the Loan Originator during the validity term any part of the Agreement without a prior coordination with Intellectual Property violates the Assignee may make rights of any amendments or sign any additional agreements third party, except to the Collateral documentation. The Assignee shall recognize extent such amendments claim could not reasonably be expected to Collateral documents or additional agreements as binding and not make any complaints in this regard. The Loan Originator undertakes by making amendments or signing additional agreements to the Collateral documents to act in the interests of the Assignee with due carecause a Material Adverse Change.
8.5. The Loan Originator shall keep all Collateral documentation and originals of the documents related to the registration of the pledge, including the land register certificate and the deed of commercial pledge registration. The Assignee understands and is informed that the Loan Originator has an obligation to ensure the confidentiality of the Borrowers’ personal data, therefore the Loan Originator shall not issue the documents related to the registration of pledge or their derivatives to the Assignee.
8.6. The Loan Originator by fulfilling the task provided by the Assignee pursuant to the Agreement has the right to sell the Collateral or a part thereof pursuant to the Collateral documentation.
8.7. The Assignee has an obligation immediately, but not later than within 5 (five) Business Days from the receipt of Mintos or the Loan Originator’s request to provide Mintos or the Loan Originator with all necessary authority, consents and permits for Mintos or the Loan Originator to be able to execute the rights and obligations specified in the Agreement.
8.8. The Assignee understands and is informed that Mintos and the Loan Originator are not obliged to disclose to the Assignee the information and/or documents related to the enforcement of the Collateral (if any) and/or other debt collection proceedings against the Borrower. The Assignee shall not make any complaints against Mintos, the Loan Originator and the Borrower in this regard.
Appears in 1 contract
Sources: Loan and Security Agreement (Vascular Solutions Inc)
Collateral. 8.1. This Section shall be applicable if Guarantor has good title to each item of the Collateral is expressly indicated among upon which it purports to ▇▇▇▇▇ ▇ ▇▇▇▇ hereunder, free and clear of any and all Liens except Permitted Liens. Guarantor has no deposit accounts other information about than the Claim deposit accounts with Bank, the deposit accounts, if any, described in the Portal.
8.2Perfection Certificate delivered to Bank in connection herewith, or of which Guarantor has given Bank notice and taken such actions as are necessary to give Bank a perfected security interest therein. The Loan Originator along with the Claim shall not transfer to the Assignee all rights related thereto and Accounts are bona fide, existing at the moment obligations of the assignment arising from the CollateralAccount Guarantors. The Assignee understands that by assignment of the Claim security interest incorporated in the Collateral is not re-registered in favour the possession of any third party bailee (such as a warehouse) except as otherwise provided in the Perfection Certificate. None of the Assignee and remains registered in favour of the Loan Originator.
8.3. The Loan Originator handles all matters related to Collateral, including the registration, amending and cancellation of mortgages and commercial pledges, including submits and receives all necessary documents in the respective pledge registers.
8.4. The Assignee understands and agrees that the Loan Originator during the validity term of the Agreement without a prior coordination with the Assignee may make any amendments or sign any additional agreements to the Collateral documentation. The Assignee shall recognize such amendments to Collateral documents or additional agreements as binding and not make any complaints in this regard. The Loan Originator undertakes by making amendments or signing additional agreements to the Collateral documents to act in the interests of the Assignee with due care.
8.5. The Loan Originator shall keep all Collateral documentation and originals of the documents related to the registration of the pledge, including the land register certificate and the deed of commercial pledge registration. The Assignee understands and is informed that the Loan Originator has an obligation to ensure the confidentiality of the Borrowers’ personal data, therefore the Loan Originator shall not issue the documents related to the registration of pledge or their derivatives to the Assignee.
8.6. The Loan Originator by fulfilling the task provided by the Assignee pursuant to the Agreement has the right to sell the Collateral or a part thereof pursuant to the Collateral documentation.
8.7. The Assignee has an obligation immediately, but not later than within 5 (five) Business Days from the receipt of Mintos or the Loan Originator’s request to provide Mintos or the Loan Originator with all necessary authority, consents and permits for Mintos or the Loan Originator to be able to execute the rights and obligations specified in the Agreement.
8.8. The Assignee understands and is informed that Mintos and the Loan Originator are not obliged to disclose to the Assignee the information and/or documents related to the enforcement components of the Collateral shall be maintained at locations other than as provided in the Perfection Certificate or as permitted pursuant to Section 5.2. In the event that Guarantor, after the date hereof, intends to store or otherwise deliver any portion of the Collateral in excess of One Hundred Thirty Thousand Dollars (if any$130,000.00) and/or other debt collection proceedings against for all Loan Parties, to a bailee, then Guarantor will first receive the Borrowerwritten consent of Bank and such bailee must execute and deliver a bailee agreement in form and substance satisfactory to Bank in its sole discretion. The Assignee shall not make any complaints against MintosAll Inventory is in all material respects of good and marketable quality, free from material defects. Guarantor is the sole owner of the Intellectual Property which it owns or purports to own except for (a) non-exclusive licenses granted to its customers in the ordinary course of business, (b) over-the-counter software that is commercially available to the public, and (c) material Intellectual Property licensed to Guarantor and noted on the Perfection Certificate. Each Patent which it owns or purports to own and which is material to Guarantor’s business is, to the knowledge of Guarantor, valid and enforceable, and no part of the Intellectual Property which Guarantor owns or purports to own and which is material to the Loan Originator and Parties’ business taken as a whole has been judged invalid or unenforceable, in whole or in part. To the Borrower in this regardbest of Guarantor’s knowledge, no claim has been made that any part of the Intellectual Property violates the rights of any third party except to the extent such claim would not have a material adverse effect on the Loan Parties’ business taken as a whole. Except as noted on the Perfection Certificate, Guarantor is not a party to, nor is it bound by, any Restricted License.
Appears in 1 contract
Sources: Security Agreement (Global Telecom & Technology, Inc.)
Collateral. 8.1Borrower has good title to the Collateral, free of Liens except Permitted Liens. This Section shall be applicable if Borrower has no deposit account, other than the Collateral is expressly indicated among other information about the Claim deposit accounts with Bank and deposit accounts described in the Portal.
8.2Perfection Certificate delivered to the Bank in connection herewith. The Loan Originator along with Accounts are bona fide, existing obligations, and the Claim shall not transfer service or property has been performed or delivered to the Assignee all rights related thereto and existing at account debtor or its agent for immediate shipment to the moment of the assignment arising from the Collateralaccount debtor. The Assignee understands that by assignment of the Claim security interest incorporated in the Collateral is not re-registered in favour the possession of any third party bailee (such as a warehouse). Except as hereafter disclosed to the Bank in writing by Borrower, none of the Assignee and remains registered in favour of the Loan Originator.
8.3. The Loan Originator handles all matters related to Collateral, including the registration, amending and cancellation of mortgages and commercial pledges, including submits and receives all necessary documents in the respective pledge registers.
8.4. The Assignee understands and agrees that the Loan Originator during the validity term of the Agreement without a prior coordination with the Assignee may make any amendments or sign any additional agreements to the Collateral documentation. The Assignee shall recognize such amendments to Collateral documents or additional agreements as binding and not make any complaints in this regard. The Loan Originator undertakes by making amendments or signing additional agreements to the Collateral documents to act in the interests of the Assignee with due care.
8.5. The Loan Originator shall keep all Collateral documentation and originals of the documents related to the registration of the pledge, including the land register certificate and the deed of commercial pledge registration. The Assignee understands and is informed that the Loan Originator has an obligation to ensure the confidentiality of the Borrowers’ personal data, therefore the Loan Originator shall not issue the documents related to the registration of pledge or their derivatives to the Assignee.
8.6. The Loan Originator by fulfilling the task provided by the Assignee pursuant to the Agreement has the right to sell the Collateral or a part thereof pursuant to the Collateral documentation.
8.7. The Assignee has an obligation immediately, but not later than within 5 (five) Business Days from the receipt of Mintos or the Loan Originator’s request to provide Mintos or the Loan Originator with all necessary authority, consents and permits for Mintos or the Loan Originator to be able to execute the rights and obligations specified in the Agreement.
8.8. The Assignee understands and is informed that Mintos and the Loan Originator are not obliged to disclose to the Assignee the information and/or documents related to the enforcement components of the Collateral shall be maintained at locations other than as provided in the Perfection Certificate. In the event that Borrower, after the date hereof, intends to store or otherwise deliver any portion of the Collateral to a bailee, then Borrower will first receive the written consent of Bank, not to be unreasonably withheld, and such bailee must acknowledge in writing that the bailee is also holding such Collateral for the benefit of Bank (if any) and/or other debt collection proceedings against in addition to the Borrower). The Assignee shall not make Borrower has no knowledge of any complaints against Mintosactual or imminent Insolvency Proceeding of any account debtor whose accounts are an Eligible Account in any Borrowing Base Certificate. Borrower is the sole owner of or has all necessary rights and interests to the Intellectual Property, except for non-exclusive licenses (or exclusive licenses for a particular field of use or geographic area) granted to its customers in the Loan Originator and the Borrower in this regardordinary course of business.
Appears in 1 contract
Collateral. 8.1. This Section shall be applicable if Borrower has good title, has rights in, and the power to transfer each item of the Collateral is expressly indicated among upon which it purports to ▇▇▇▇▇ ▇ ▇▇▇▇ hereunder, free and clear of any and all Liens except Permitted Liens. Borrower has no deposit accounts other information about than the Claim deposit accounts with Bank, the deposit accounts, if any, described in the Portal.
8.2Perfection Certificate delivered to Bank in connection herewith, or of which Borrower has given Bank notice and taken such actions as are necessary to give Bank a perfected security interest therein. The Loan Originator along with the Claim shall not transfer to the Assignee all rights related thereto and Accounts are bona fide, existing at the moment obligations of the assignment arising Account Debtors. All Inventory is in all material respects of good and marketable quality, free from the Collateralmaterial defects. The Assignee understands that by assignment of the Claim security interest incorporated in the Collateral is not re-registered in favour the possession of any third party bailee (such as a warehouse) except as otherwise provided in the Perfection Certificate. None of the Assignee and remains registered in favour components of the Loan Originator.
8.3. The Loan Originator handles all matters related to Collateral, including the registration, amending and cancellation of mortgages and commercial pledges, including submits and receives all necessary documents Collateral shall be maintained at locations other than as provided in the respective pledge registers.
8.4Perfection Certificate or as permitted pursuant to Section 7.2. The Assignee understands and agrees In the event that Borrower, after the Loan Originator during the validity term date hereof, intends to store or otherwise deliver any portion of the Agreement without Collateral to a prior coordination bailee, then Borrower will first receive the written consent of Bank and such bailee must execute and deliver a bailee agreement in form and substance satisfactory to Bank in its sole discretion. Except as noted on the Perfection Certificate, Borrower is not a party to, nor is bound by, any material license or other agreement with respect to which Borrower is the Assignee may make licensee (a) that prohibits or otherwise restricts Borrower from granting a security interest in Borrower’s interest in such license or agreement or any amendments other property, or sign any additional agreements to the Collateral documentation. The Assignee shall recognize such amendments to Collateral documents (b) for which a default under or additional agreements as binding and not make any complaints in this regard. The Loan Originator undertakes by making amendments or signing additional agreements to the Collateral documents to act in the interests termination of the Assignee could interfere with due care.
8.5. The Loan Originator shall keep all Collateral documentation and originals of the documents related to the registration of the pledge, including the land register certificate and the deed of commercial pledge registration. The Assignee understands and is informed that the Loan Originator has an obligation to ensure the confidentiality of the Borrowers’ personal data, therefore the Loan Originator shall not issue the documents related to the registration of pledge or their derivatives to the Assignee.
8.6. The Loan Originator by fulfilling the task provided by the Assignee pursuant to the Agreement has the Bank’s right to sell any Collateral. Without prior consent from Bank, Borrower shall not enter into, or become bound by, any such license or agreement which is reasonably likely to have a material impact on Borrower’s business or financial condition. Borrower shall take such steps as Bank requests to obtain the Collateral consent of, or a part thereof pursuant to the Collateral documentation.
8.7. The Assignee has an obligation immediatelywaiver by, but not later than within 5 (five) Business Days from the receipt of Mintos any person whose consent or the Loan Originator’s request to provide Mintos waiver is necessary for all such licenses or the Loan Originator with all necessary authority, consents and permits for Mintos or the Loan Originator contract rights to be able deemed “Collateral” and for Bank to execute have a security interest in it that might otherwise be restricted or prohibited by law or by the rights and obligations specified terms of any such license or agreement, whether now existing or entered into in the Agreementfuture.
8.8. The Assignee understands and is informed that Mintos and the Loan Originator are not obliged to disclose to the Assignee the information and/or documents related to the enforcement of the Collateral (if any) and/or other debt collection proceedings against the Borrower. The Assignee shall not make any complaints against Mintos, the Loan Originator and the Borrower in this regard.
Appears in 1 contract
Collateral. 8.1Borrower has good title to, has rights in, and the power to transfer each item of the Collateral upon which it purports to ▇▇▇▇▇ ▇ ▇▇▇▇ hereunder, free and clear of any and all Liens except Permitted Liens. This Section Borrower has no deposit accounts other than the deposit accounts with Bank, the deposit accounts, if any, described in the Perfection Certificate delivered to Bank in connection herewith, or of which Borrower has given Bank notice and taken such actions as are necessary to give Bank a perfected security interest therein. The Accounts are bona fide, existing obligations of the Account Debtors. The Collateral is not in the possession of any third party bailee (such as a warehouse) except as otherwise provided in the Perfection Certificate. None of the components of the Collateral shall be applicable if maintained at locations other than as provided in the Perfection Certificate or as Borrower has given Bank notice pursuant to Section 7.2. In the event that Borrower, after the date hereof, intends to store or otherwise deliver any portion of the Collateral to a bailee, then Borrower will first receive the written consent of Bank and such bailee must execute and deliver a bailee agreement in form and substance satisfactory to Bank in its sole discretion. All Inventory is expressly indicated among other information about in all material respects of good and marketable quality, free from material defects. Borrower is the Claim sole owner of its intellectual property, except for non-exclusive licenses granted to its customers in the Portal.
8.2ordinary course of business. The Loan Originator along with To Borrower's knowledge, each patent is valid and enforceable, and no part of the Claim shall not transfer intellectual property has been judged invalid or unenforceable, in whole or in part, and to the Assignee all rights related thereto and existing at the moment best of Borrower's knowledge, no claim has been made that any part of the assignment arising intellectual property violates the rights of any third party except to the extent such claim could not reasonably be expected to have a material adverse effect on Borrower's business. Except as noted on the Perfection Certificate, Borrower is not a party to, nor is bound by, any material license or other material agreement with respect to which Borrower is the licensee that prohibits or otherwise restricts Borrower from granting a security interest in Borrower's interest in such license or agreement or any other property. Borrower shall provide written notice to Bank within twenty (20) days of entering or becoming bound by any such license or agreement which is reasonably likely to have a material impact on Borrower's business or financial condition (other than over-the-counter software that is commercially available to the public). Borrower shall take such steps as Bank requests to obtain the consent of, or waiver by, any person whose consent or waiver is necessary for all such licenses or contract rights to be deemed "Collateral. The Assignee understands " and for Bank to have a security interest in it that might otherwise be restricted or prohibited by law or by the terms of any such license or agreement (such consent or authorization may include a licensor's agreement to a contingent assignment of the Claim security interest incorporated license to Bank if Bank determines that is necessary in its good faith judgment), whether now existing or entered into in the Collateral is not re-registered in favour of the Assignee and remains registered in favour of the Loan Originatorfuture.
8.3. The Loan Originator handles all matters related to Collateral, including the registration, amending and cancellation of mortgages and commercial pledges, including submits and receives all necessary documents in the respective pledge registers.
8.4. The Assignee understands and agrees that the Loan Originator during the validity term of the Agreement without a prior coordination with the Assignee may make any amendments or sign any additional agreements to the Collateral documentation. The Assignee shall recognize such amendments to Collateral documents or additional agreements as binding and not make any complaints in this regard. The Loan Originator undertakes by making amendments or signing additional agreements to the Collateral documents to act in the interests of the Assignee with due care.
8.5. The Loan Originator shall keep all Collateral documentation and originals of the documents related to the registration of the pledge, including the land register certificate and the deed of commercial pledge registration. The Assignee understands and is informed that the Loan Originator has an obligation to ensure the confidentiality of the Borrowers’ personal data, therefore the Loan Originator shall not issue the documents related to the registration of pledge or their derivatives to the Assignee.
8.6. The Loan Originator by fulfilling the task provided by the Assignee pursuant to the Agreement has the right to sell the Collateral or a part thereof pursuant to the Collateral documentation.
8.7. The Assignee has an obligation immediately, but not later than within 5 (five) Business Days from the receipt of Mintos or the Loan Originator’s request to provide Mintos or the Loan Originator with all necessary authority, consents and permits for Mintos or the Loan Originator to be able to execute the rights and obligations specified in the Agreement.
8.8. The Assignee understands and is informed that Mintos and the Loan Originator are not obliged to disclose to the Assignee the information and/or documents related to the enforcement of the Collateral (if any) and/or other debt collection proceedings against the Borrower. The Assignee shall not make any complaints against Mintos, the Loan Originator and the Borrower in this regard.
Appears in 1 contract
Collateral. 8.1. This Section shall be applicable if Borrower has good title to, has rights in, and the power to transfer each item of the Collateral is expressly indicated among upon which it purports to ▇▇▇▇▇ ▇ ▇▇▇▇ hereunder, free and clear of any and all Liens except Permitted Liens. Borrower has no deposit accounts other information about than the Claim deposit accounts with Bank, the deposit accounts, if any described in the Portal.
8.2Perfection Certificate delivered to Bank in connection herewith, or of which Borrower has given Bank notice and taken such actions as are necessary to give Bank a perfected security interest therein. The Loan Originator along with the Claim shall not transfer to the Assignee all rights related thereto and Accounts are bona fide, existing at the moment obligations of the assignment arising from the CollateralAccount Debtors. The Assignee understands that by assignment of the Claim security interest incorporated in the Collateral is not re-registered in favour the possession of any third party bailee (such as a warehouse) except as otherwise provided in the Perfection Certificate. None of the Assignee and remains registered in favour of the Loan Originator.
8.3. The Loan Originator handles all matters related to Collateral, including the registration, amending and cancellation of mortgages and commercial pledges, including submits and receives all necessary documents in the respective pledge registers.
8.4. The Assignee understands and agrees that the Loan Originator during the validity term of the Agreement without a prior coordination with the Assignee may make any amendments or sign any additional agreements to the Collateral documentation. The Assignee shall recognize such amendments to Collateral documents or additional agreements as binding and not make any complaints in this regard. The Loan Originator undertakes by making amendments or signing additional agreements to the Collateral documents to act in the interests of the Assignee with due care.
8.5. The Loan Originator shall keep all Collateral documentation and originals of the documents related to the registration of the pledge, including the land register certificate and the deed of commercial pledge registration. The Assignee understands and is informed that the Loan Originator has an obligation to ensure the confidentiality of the Borrowers’ personal data, therefore the Loan Originator shall not issue the documents related to the registration of pledge or their derivatives to the Assignee.
8.6. The Loan Originator by fulfilling the task provided by the Assignee pursuant to the Agreement has the right to sell the Collateral or a part thereof pursuant to the Collateral documentation.
8.7. The Assignee has an obligation immediately, but not later than within 5 (five) Business Days from the receipt of Mintos or the Loan Originator’s request to provide Mintos or the Loan Originator with all necessary authority, consents and permits for Mintos or the Loan Originator to be able to execute the rights and obligations specified in the Agreement.
8.8. The Assignee understands and is informed that Mintos and the Loan Originator are not obliged to disclose to the Assignee the information and/or documents related to the enforcement components of the Collateral shall be maintained at locations other than as provided in the Perfection Certificate or as permitted pursuant to Section 7.2. In the event that Borrower, after the date hereof, intends to store or otherwise deliver any portion of the Collateral to a bailee not as permitted pursuant to Section 7.2, then Borrower will first receive the written consent of Bank (if any) and/or other debt collection proceedings against the Borrower. The Assignee which consent shall not make be unreasonably withheld, conditioned, or delayed) and such bailee must execute and deliver a bailee agreement in form and substance satisfactory to Bank in its sole discretion. All Inventory is in all material respects of good and marketable quality, free from material defects. Borrower is the sole owner of the Intellectual Property which it owns or purports to own except for (a) non-exclusive licenses granted to its customers in the ordinary course of business, (b) over-the-counter software that is commercially available to the public, and (c) material Intellectual Property licensed to Borrower and noted on the Perfection Certificate. Each Patent which it owns or purports to own and which is material to Borrower’s business is valid and enforceable, and no part of the Intellectual Property which Borrower owns or purports to own and which is material to Borrower’s business has been judged invalid or unenforceable, in whole or in part. To the best of Borrower’s knowledge, no claim has been made that any complaints against Mintospart of the Intellectual Property violates the rights of any third party except to the extent such claim would not have a material adverse effect on Borrower’s business. Except as noted on the Perfection Certificate, the Loan Originator and the Borrower in this regardis not a party to, nor is it bound by, any Restricted License.
Appears in 1 contract
Collateral. 8.1. This Section shall be applicable if Borrower has good title to, has rights in, and the power to transfer each item of the Collateral is expressly indicated among upon which it purports to ▇▇▇▇▇ ▇ ▇▇▇▇ hereunder, free and clear of any and all Liens except Permitted Liens. Borrower has no deposit accounts other information about than the Claim deposit accounts with Bank, the deposit accounts, if any, described in the Portal.
8.2Perfection Certificate delivered to Bank in connection herewith, or of which Borrower has given Bank notice and taken such actions as are necessary to give Bank a perfected security interest therein. The Loan Originator along with the Claim shall not transfer to the Assignee all rights related thereto and Accounts are bona fide, existing at the moment obligations of the assignment arising from the CollateralAccount Debtors. The Assignee understands that by assignment of the Claim security interest incorporated in the Collateral is not re-registered in favour the possession of any third party bailee (such as a warehouse) except as otherwise provided in the Perfection Certificate. None of the Assignee and remains registered in favour components of the Loan Originator.
8.3. The Loan Originator handles all matters related to Collateral, including the registration, amending and cancellation of mortgages and commercial pledges, including submits and receives all necessary documents Collateral shall be maintained at locations other than as provided in the respective pledge registers.
8.4Perfection Certificate or as permitted pursuant to Section 7.2. The Assignee understands and agrees In the event that Borrower, after the Loan Originator during the validity term date hereof, intends to store or otherwise deliver any portion of the Agreement without Collateral to a prior coordination bailee, then Borrower will first receive the written consent of Bank and such bailee must execute and deliver a bailee agreement in form and substance satisfactory to Bank in its sole discretion. All Inventory is in all material respects of good and marketable quality, free from material defects. Except as noted on the Perfection Certificate, Borrower is not a party to, nor is bound by, any material license or other agreement with respect to which Borrower is the licensee (a) that prohibits or otherwise restricts Borrower from granting a security interest in Borrower’s interest in such license or agreement or any other property, or (b) for which a default under or termination of which could interfere with the Assignee may make any amendments or sign any additional agreements to the Collateral documentation. The Assignee shall recognize such amendments to Collateral documents or additional agreements as binding and not make any complaints in this regard. The Loan Originator undertakes by making amendments or signing additional agreements to the Collateral documents to act in the interests of the Assignee with due care.
8.5. The Loan Originator shall keep all Collateral documentation and originals of the documents related to the registration of the pledge, including the land register certificate and the deed of commercial pledge registration. The Assignee understands and is informed that the Loan Originator has an obligation to ensure the confidentiality of the Borrowers’ personal data, therefore the Loan Originator shall not issue the documents related to the registration of pledge or their derivatives to the Assignee.
8.6. The Loan Originator by fulfilling the task provided by the Assignee pursuant to the Agreement has the Bank’s right to sell the Collateral any Collateral. Borrower shall provide written notice to Bank within ten (10) days of entering or a part thereof pursuant becoming bound by any such license or agreement (other than over-the-counter software that is commercially available to the Collateral documentation.
8.7public). The Assignee has an obligation immediatelyBorrower shall take such steps as Bank requests to obtain the consent of, but not later than within 5 or waiver by, any person whose consent or waiver is necessary for (fivex) Business Days from the receipt of Mintos all such licenses or the Loan Originator’s request to provide Mintos or the Loan Originator with all necessary authority, consents and permits for Mintos or the Loan Originator agreements to be able deemed “Collateral” and for Bank to execute have a security interest in it that might otherwise be restricted or prohibited by law or by the terms of any such license or agreement, whether now existing or entered into in the future, and (y) Bank to have the ability in the event of a liquidation of any Collateral to dispose of such Collateral in accordance with Bank’s rights and obligations specified in the Agreement.
8.8. The Assignee understands and is informed that Mintos remedies under this Agreement and the other Loan Originator are not obliged to disclose to the Assignee the information and/or documents related to the enforcement of the Collateral (if any) and/or other debt collection proceedings against the Borrower. The Assignee shall not make any complaints against Mintos, the Loan Originator and the Borrower in this regardDocuments.
Appears in 1 contract
Collateral. 8.1. This Section shall be applicable if the Collateral is expressly indicated among other information about the Claim in the Portal.
8.2. The Loan Originator along with the Claim shall not transfer to the Assignee all rights related thereto and existing at the moment of the assignment arising from the Collateral. The Assignee understands that by assignment of the Claim security interest incorporated in the Collateral is not re-registered in favour of the Assignee and remains registered in favour repayment of the Loan Originator.
8.3. The Loan Originator handles and all matters related to Collateralextensions and renewals thereof, and the performance of all obligations of Borrower hereunder, including the registrationobligations under the Promissory Note, amending shall be secured by the following:
a) A first lien on the asphalt terminal, blending and cancellation emulsion facility including all buildings, storage tanks and improvements referred to above, to be more fully described in a security agreement (the "SECURITY AGREEMENT") from Borrower to Lender perfected by a U.C.C.- 1 Financing Statement and Fixture Filing to be filed with the public officials deemed necessary by Lender. Although Borrower will be leasing the land on which said collateral will be located, the lease shall provide that such collateral does not become the property of mortgages the landlord when it is placed on the land, and commercial pledgesit may be removed therefrom by Borrower, including submits or by Lender upon a loan default.
b) A lien, evidenced by a blanket security agreement (also know as the "SECURITY AGREEMENT") on all furniture, supplies, inventory, equipment, machinery, fixtures, accounts, accounts receivable, contract rights, instruments, documents, chattel paper, chases in action, intellectual property and receives general intangibles presently or hereafter owned by Borrower, and perfected by a blanket U.C.C.- 1 Financing Statement to be filed with the public officials deemed necessary by Lender. The lien shall be a first lien with respect to all necessary documents such property other than the accounts receivable and the inventory. With respect to the accounts receivable and the inventory, the lien shall be second only to a revolving line of credit in the respective pledge registerssum not to exceed $3,000,000 (the "Line Limit"). The Borrower shall give the Lender written notice each quarter identifying the lender on the line of credit and stating the average balance of the line of credit over that quarter. If the lender on the line of credit changes, the Borrower shall give the prior written notice of such change. The level of borrowing against the accounts receivable and the inventory shall not be greater than the Line Limit without the prior written consent of the Lender, which consent will not be unreasonably withheld.
8.4c) An assignment (the "LEASE ASSIGNMENT") of all of Borrower's right, title and interest in and to the lease between the Union Pacific Railroad Company (or related entity) as Lessor, and the Borrower, as Lessee, (hereafter the "U.P. LEASE") covering the land (the "REAL PROPERTY") where the Borrower's emulsion plant is located, as more fully described in the Assignment. The Assignee understands Security Agreements and agrees that Lease Assignment shall collectively be known as the Loan Originator during the validity term of the Agreement without a prior coordination with the Assignee may make any amendments "COLLATERAL DOCUMENTS." The property secured by or sign any additional agreements otherwise subject to the Collateral documentationDocuments shall be collectively known as the "COLLATERAL". The Assignee shall recognize such amendments to Collateral documents or additional agreements as binding and not make any complaints in this regard. The Loan Originator undertakes by making amendments or signing additional agreements All loans from the lender to the Collateral documents Borrower, now or hereafter shall be, and hereby are agreed to act in the interests of the Assignee with due care.
8.5. The Loan Originator shall keep be, cross-collateralized, whereby all Collateral documentation and originals of the documents related to the registration of the pledge, including the land register certificate and the deed of commercial pledge registration. The Assignee understands and is informed that the Loan Originator has an obligation to ensure the confidentiality of the Borrowers’ personal data, therefore the Loan Originator shall not issue the documents related to the registration of pledge or their derivatives to the Assignee.
8.6. The Loan Originator by fulfilling the task provided by the Assignee pursuant to the Agreement has the right to sell the Collateral or a part thereof pursuant to the Collateral documentation.
8.7. The Assignee has an obligation immediately, but not later than within 5 (five) Business Days from the receipt of Mintos or the Loan Originator’s request to provide Mintos or the Loan Originator with all necessary authority, consents and permits for Mintos or the Loan Originator to be able to execute the rights and obligations specified in the Agreement.
8.8. The Assignee understands and is informed that Mintos and the Loan Originator are not obliged to disclose to the Assignee the information and/or documents related to the enforcement of the Collateral (if any) and/or other debt collection proceedings against shall secure all of the Borrower. The Assignee shall not make 's obligations to Lender under each and all loans, and all future advanced thereunder, as well as any complaints against Mintosrenewals, the Loan Originator and the Borrower in this regardmodifications or substitutions of all loans made by Lender to Borrower.
Appears in 1 contract
Sources: Loan Agreement (Crown Energy Corp)
Collateral. 8.1. This Section shall be applicable if Borrower has good title, has rights in, and the power to transfer each item of the Collateral is expressly indicated among upon which it purports to g▇▇▇▇ ▇ ▇▇▇▇ hereunder, free and clear of any and all Liens except Permitted Liens. Borrower has no deposit accounts other information about than the Claim deposit accounts with Bank, the deposit accounts, if any, described in the Portal.
8.2Perfection Certificate delivered to Bank in connection herewith, or of which Borrower has given Bank notice and taken such actions as are necessary to give Bank a perfected security interest therein. The Loan Originator along with the Claim shall not transfer to the Assignee all rights related thereto and Accounts are bona fide, existing at the moment obligations of the assignment arising Account Debtors. All Inventory is in all material respects of good and marketable quality, free from the Collateralmaterial defects. The Assignee understands that by assignment of the Claim security interest incorporated in the Collateral is not re-registered in favour the possession of any third party bailee (such as a warehouse) except as otherwise provided in the Perfection Certificate. None of the Assignee and remains registered in favour components of the Loan Originator.
8.3. The Loan Originator handles all matters related to Collateral, including the registration, amending and cancellation of mortgages and commercial pledges, including submits and receives all necessary documents Collateral shall be maintained at locations other than as provided in the respective pledge registers.
8.4Perfection Certificate or as permitted pursuant to Section 7.2. The Assignee understands and agrees In the event that Borrower, after the Loan Originator during the validity term date hereof, intends to store or otherwise deliver any portion of the Agreement without Collateral to a prior coordination bailee, then Borrower will first receive the written consent of Bank and such bailee must execute and deliver a bailee agreement in form and substance satisfactory to Bank in its sole discretion. Except as noted on the Perfection Certificate, Borrower is not a party to, nor is bound by, any material license or other agreement with respect to which Borrower is the Assignee may make licensee (a) that prohibits or otherwise restricts Borrower from granting a security interest in Borrower’s interest in such license or agreement or any amendments other property, or sign any additional agreements to the Collateral documentation. The Assignee shall recognize such amendments to Collateral documents (b) for which a default under or additional agreements as binding and not make any complaints in this regard. The Loan Originator undertakes by making amendments or signing additional agreements to the Collateral documents to act in the interests termination of the Assignee could interfere with due care.
8.5. The Loan Originator shall keep all Collateral documentation and originals of the documents related to the registration of the pledge, including the land register certificate and the deed of commercial pledge registration. The Assignee understands and is informed that the Loan Originator has an obligation to ensure the confidentiality of the Borrowers’ personal data, therefore the Loan Originator shall not issue the documents related to the registration of pledge or their derivatives to the Assignee.
8.6. The Loan Originator by fulfilling the task provided by the Assignee pursuant to the Agreement has the Bank’s right to sell any Collateral. Without prior consent from Bank, Borrower shall not enter into, or become bound by, any such license or agreement which is reasonably likely to have a material impact on Borrower’s business or financial condition. Borrower shall take such steps as Bank requests to obtain the Collateral consent of, or a part thereof pursuant to the Collateral documentation.
8.7. The Assignee has an obligation immediatelywaiver by, but not later than within 5 (five) Business Days from the receipt of Mintos any person whose consent or the Loan Originator’s request to provide Mintos waiver is necessary for all such licenses or the Loan Originator with all necessary authority, consents and permits for Mintos or the Loan Originator contract rights to be able deemed “Collateral” and for Bank to execute have a security interest in it that might otherwise be restricted or prohibited by law or by the rights and obligations specified terms of any such license or agreement, whether now existing or entered into in the Agreementfuture.
8.8. The Assignee understands and is informed that Mintos and the Loan Originator are not obliged to disclose to the Assignee the information and/or documents related to the enforcement of the Collateral (if any) and/or other debt collection proceedings against the Borrower. The Assignee shall not make any complaints against Mintos, the Loan Originator and the Borrower in this regard.
Appears in 1 contract
Collateral. 8.1Borrower has good title to the Collateral, free of Liens except Permitted Liens. This Section shall be applicable if Borrower has no deposit account, other than the Collateral is expressly indicated among other information about the Claim deposit accounts with Lenders and deposit accounts described in the Portal.
8.2Perfection Certificate delivered to Agent in connection herewith or of which Borrower has given Agent written notice and taken such actions as are necessary to give Agent a perfected security interest for the benefit of Lenders. To the extent claimed as Eligible Accounts in any Borrowing Base Certificate, the Accounts are bona fide, existing obligations, and the service or property has been performed or delivered to the account debtor or its agent for immediate shipment to and unconditional acceptance by the account debtor. Borrower has no knowledge of any actual or imminent Insolvency Proceeding of any Account Debtor whose accounts are an Eligible Account in any Borrowing Base Certificate. The Loan Originator along with the Claim shall not transfer to the Assignee all rights related thereto and existing at the moment of the assignment arising from the Collateral. The Assignee understands that by assignment of the Claim security interest incorporated in the Collateral is not re-registered in favour the possession of any third party bailee (such as a warehouse). Except as hereafter disclosed to the Lenders in writing by Borrower, none of the Assignee and remains registered in favour of the Loan Originator.
8.3. The Loan Originator handles all matters related to Collateral, including the registration, amending and cancellation of mortgages and commercial pledges, including submits and receives all necessary documents in the respective pledge registers.
8.4. The Assignee understands and agrees that the Loan Originator during the validity term of the Agreement without a prior coordination with the Assignee may make any amendments or sign any additional agreements to the Collateral documentation. The Assignee shall recognize such amendments to Collateral documents or additional agreements as binding and not make any complaints in this regard. The Loan Originator undertakes by making amendments or signing additional agreements to the Collateral documents to act in the interests of the Assignee with due care.
8.5. The Loan Originator shall keep all Collateral documentation and originals of the documents related to the registration of the pledge, including the land register certificate and the deed of commercial pledge registration. The Assignee understands and is informed that the Loan Originator has an obligation to ensure the confidentiality of the Borrowers’ personal data, therefore the Loan Originator shall not issue the documents related to the registration of pledge or their derivatives to the Assignee.
8.6. The Loan Originator by fulfilling the task provided by the Assignee pursuant to the Agreement has the right to sell the Collateral or a part thereof pursuant to the Collateral documentation.
8.7. The Assignee has an obligation immediately, but not later than within 5 (five) Business Days from the receipt of Mintos or the Loan Originator’s request to provide Mintos or the Loan Originator with all necessary authority, consents and permits for Mintos or the Loan Originator to be able to execute the rights and obligations specified in the Agreement.
8.8. The Assignee understands and is informed that Mintos and the Loan Originator are not obliged to disclose to the Assignee the information and/or documents related to the enforcement components of the Collateral shall be maintained at locations other than as provided in the Perfection Certificate (if anyexcept Collateral may be maintained at customer locations in the ordinary course of business). Borrower may maintain Inventory and Equipment with third parties provided that (i) and/or other debt collection proceedings against the value of such Inventory and Equipment does not exceed $500,000 in aggregate at any time (not including Inventory and Equipment at customer locations in the ordinary course of business), and (ii) Borrower provides Agent, within thirty (30) days of the end of each quarter, a written summary of the location of such Inventory and Equipment (not including Inventory and Equipment at customer locations in the ordinary course of business). In the event that Borrower, after the date hereof, intends to store or otherwise deliver any portion of the Collateral to a bailee, then Borrower will first receive the written consent of Lenders and such bailee must acknowledge in writing that the bailee is holding such Collateral for the benefit of Agent and Lenders. The Assignee shall Borrower is the sole owner of the Intellectual Property, except for licenses granted to its customers in the ordinary course of business. To Borrower’s knowledge, each Patent is valid and enforceable and no part of the Intellectual Property has been judged invalid or unenforceable, in whole or in part, and no claim has been made that any part of the Intellectual Property violates the rights of any third party, except to the extent such claim could not make any complaints against Mintos, the Loan Originator and the Borrower in this regardreasonably be expected to have a material adverse effect on Borrower’s business or operations.
Appears in 1 contract
Collateral. 8.1. This Section shall be applicable if Borrower has good title, has rights in, and the power to transfer each item of the Collateral is expressly indicated among upon which it purports to ▇▇▇▇▇ ▇ ▇▇▇▇ hereunder, free and clear of any and all Liens except Permitted Liens. Borrower has no deposit accounts other information about than the Claim deposit accounts with Bank, the deposit accounts, if any, described in the Portal.
8.2Perfection Certificate delivered to Bank in connection herewith, or of which Borrower has given Bank notice and taken such actions as are necessary to give Bank a perfected security interest therein. The Loan Originator along with the Claim shall not transfer to the Assignee all rights related thereto and Accounts are bona fide, existing at the moment obligations of the assignment arising from the CollateralAccount Debtors. The Assignee understands that by assignment of the Claim security interest incorporated in the Collateral is not re-registered in favour the possession of any third party bailee (such as a warehouse) except as otherwise provided in the Perfection Certificate. None of the Assignee and remains registered in favour components of the Loan Originator.
8.3. The Loan Originator handles all matters related to Collateral, including the registration, amending and cancellation of mortgages and commercial pledges, including submits and receives all necessary documents Collateral shall be maintained at locations other than as provided in the respective pledge registers.
8.4Perfection Certificate or as permitted pursuant to Section 7.2. The Assignee understands and agrees In the event that Borrower, after the Loan Originator during the validity term date hereof, intends to store or otherwise deliver any portion of the Agreement without Collateral to a prior coordination bailee, then Borrower will first receive the written consent of Bank and such bailee must execute and deliver a bailee agreement in form and substance satisfactory to Bank in its sole discretion. Borrower is the sole owner of its intellectual property, except for non-exclusive licenses granted to its customers in the ordinary course of business. Each patent is valid and enforceable, and no part of the intellectual property has been judged invalid or unenforceable, in whole or in part, and to the best of Borrower's knowledge, no claim has been made that any part of the intellectual property violates the rights of any third party except to the extent such claim could not reasonably be expected to have a material adverse effect on Borrower's business. Except as noted on the Perfection Certificate, Borrower is not a party to, nor is bound by, any material license or other agreement with respect to which Borrower is the licensee (a) that prohibits or otherwise restricts Borrower from granting a security interest in Borrower's interest in such license or agreement or any other property, or (b) for which a default under or termination of could interfere with the Assignee may make any amendments or sign any additional agreements to the Collateral documentation. The Assignee shall recognize such amendments to Collateral documents or additional agreements as binding and not make any complaints in this regard. The Loan Originator undertakes by making amendments or signing additional agreements to the Collateral documents to act in the interests of the Assignee with due care.
8.5. The Loan Originator shall keep all Collateral documentation and originals of the documents related to the registration of the pledge, including the land register certificate and the deed of commercial pledge registration. The Assignee understands and is informed that the Loan Originator has an obligation to ensure the confidentiality of the Borrowers’ personal data, therefore the Loan Originator shall not issue the documents related to the registration of pledge or their derivatives to the Assignee.
8.6. The Loan Originator by fulfilling the task provided by the Assignee pursuant to the Agreement has the Bank's right to sell any Collateral. Without prior consent from Bank, Borrower shall not enter into, or become bound by, any such license or agreement which is reasonably likely to have a material impact on Borrower's business or financial condition. Borrower shall take such steps as Bank requests to obtain the Collateral consent of, or a part thereof pursuant to the Collateral documentation.
8.7. The Assignee has an obligation immediatelywaiver by, but not later than within 5 (five) Business Days from the receipt of Mintos any person whose consent or the Loan Originator’s request to provide Mintos waiver is necessary for all such licenses or the Loan Originator with all necessary authority, consents and permits for Mintos or the Loan Originator contract rights to be able deemed "Collateral" and for Bank to execute have a security interest in it that might otherwise be restricted or prohibited by law or by the rights and obligations specified terms of any such license or agreement, whether now existing or entered into in the Agreementfuture.
8.8. The Assignee understands and is informed that Mintos and the Loan Originator are not obliged to disclose to the Assignee the information and/or documents related to the enforcement of the Collateral (if any) and/or other debt collection proceedings against the Borrower. The Assignee shall not make any complaints against Mintos, the Loan Originator and the Borrower in this regard.
Appears in 1 contract
Collateral. 8.1If checked here, this Note is secured by and Maker pledges to Bank and grants a security interest in the following: Unsecured Maker and any endorser, surety, guarantor or other party signing this Note or otherwise guaranteeing or ensuring the performance or payment by Maker (the "Obligor") pledges to Bank and grants a security interest in all other property of Maker and of each other Obligor now or hereafter in the possession, custody or control of Bank, whether held expressly as collateral, security or otherwise including, but not limited to, any balance or share of any deposit, trust or agency or special account in which any Obligor has an interest. This Section All of such property, together with any specific property listed above as pledged to Bank by Maker(s), shall be applicable if referred to as the "Collateral". The Collateral is also pledged as security for all other liabilities or obligations of each Maker to Bank (primary, secondary, direct, contingent, sole, joint or several), due or to become due or which may be hereafter contracted or acquired. Bank may, at its option, transfer at any time to itself or to its nominee any Collateral and receive the income thereon and hold the same as security herefor, or apply it on the principal or interest due hereon or due on any liability or obligation secured hereby. Notwithstanding the surrender of this Note upon payment or otherwise, Bank may nevertheless retain the Collateral is expressly indicated among for any other information about liabilities. Additions to, releases, reductions or exchanges of, or substitutions for the Claim Collateral, payment on account of this loan or increases of the same, or other loans made partially or wholly upon the Collateral, may from time to time be made without affecting the provisions of this Note or the liabilities of any party hereto. Bank shall not be bound to take any steps necessary to preserve any rights in the Portal.
8.2Collateral against prior parties and each Obligor shall take necessary steps for such purposes. The Loan Originator along Bank or its nominees need not collect interest or principal of any Collateral or give any notice with respect thereto. Maker shall at all times keep the Claim Collateral insured in such forms, and in such amounts, as shall not transfer be acceptable to Bank, and shall keep the Collateral in good maintenance, repair and condition, if appropriate to the Assignee all rights related thereto and existing at the moment nature of the assignment arising from the Collateral. If the Collateral shall any time become unsatisfactory to Bank or if Bank shall at any time deem itself insecure, Maker shall, within five days after demand, deposit with Bank as additional Collateral, property which is satisfactory to Bank in its sole discretion. The Assignee understands that by assignment undersigned agrees to pay a late charge equal to 5% of each payment of principal and/or interest which is not paid within 10 days on which it is due. THE TERMS OF THE REVERSE SIDE OF THIS DOCUMENT AND OF ANY SEPARATE SECURITY AGREEMENT OR MORTGAGE GRANTING A SECURITY INTEREST ARE MADE A PART OF THIS PROMISSORY NOTE AND SECURITY AGREEMENT. PREFERRED HEALTHCARE STAFFING, INC. Preferred Healthcare Staffing, Inc. a Delaware corporation ---------------------------------- ----------------------------------- Mailing Address ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ PH BY: Execution Date ▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇▇ /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ ------------------------------------ ----------------------------------- City State Zip Code ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ Execution Date Sr. Vice President Upon the happening of any of the Claim security following events, each of which shall constitute a default, all liabilities of each Maker or Bank shall become due and payable at once without notice or demand: (a) failure of any Obligor to perform any agreement hereunder or to pay in full, when due, this Note or any other liability whatsoever to Bank or any installment thereof or interest incorporated thereon, or failure to pay when due any premium on any life insurance policy held as Collateral hereunder; (b) the death of any Obligor; (c) filing of any petition under the Bankruptcy Act, or any similar federal or state statute, by or against any Obligor; (d) application for the appointment of a receiver for, the making of a general assignment for the benefit of creditors by, or the insolvency of, any Obligor; (e) taking possession of any substantial part of the property of any Obligor at the insistence of any government authority; (f) dissolution, merger, consolidation, or reorganization of any Obligor; (g) a material adverse change has occurred in the Collateral financial condition of any Obligor from the conditions set forth in the most recent financial statement of such Obligor furnished to bank, or from a condition of such Obligor as most recently disclosed to Bank in any manner; (h) that any warranty, representation, certificate, or statement of any Obligor (whether nor not contained herein) pertaining to or in connection with the loan evidenced hereby is not re-registered true; (i) assignment by any Maker of any equity in favour of the Assignee and remains registered in favour of the Loan Originator.
8.3. The Loan Originator handles all matters related to Collateral, including the registration, amending and cancellation of mortgages and commercial pledges, including submits and receives all necessary documents in the respective pledge registers.
8.4. The Assignee understands and agrees that the Loan Originator during the validity term of the Agreement without a prior coordination with the Assignee may make any amendments or sign any additional agreements to the Collateral documentation. The Assignee shall recognize such amendments to Collateral documents or additional agreements as binding and not make any complaints in this regard. The Loan Originator undertakes by making amendments or signing additional agreements to the Collateral documents to act in the interests of the Assignee with due care.
8.5. The Loan Originator shall keep all Collateral documentation and originals of the documents related to the registration of the pledge, including the land register certificate and the deed of commercial pledge registration. The Assignee understands and is informed that the Loan Originator has an obligation to ensure the confidentiality of the Borrowers’ personal data, therefore the Loan Originator shall not issue the documents related to the registration of pledge or their derivatives to the Assignee.
8.6. The Loan Originator by fulfilling the task provided by the Assignee pursuant to the Agreement has the right to sell the Collateral or a part thereof pursuant to the Collateral documentation.
8.7. The Assignee has an obligation immediately, but not later than within 5 (five) Business Days from the receipt of Mintos or the Loan Originator’s request to provide Mintos or the Loan Originator with all necessary authority, consents and permits for Mintos or the Loan Originator to be able to execute the rights and obligations specified in the Agreement.
8.8. The Assignee understands and is informed that Mintos and the Loan Originator are not obliged to disclose to the Assignee the information and/or documents related to the enforcement of the Collateral (if any) and/or other debt collection proceedings against without the Borrowerwritten consent of Bank. The Assignee principal of the Note, and any part thereof, shall not make any complaints against Mintos, bear interest at the Loan Originator and maximum legal rate of interest chargeable under the Borrower in this regardlaws of the State of Florida after default until paid.
Appears in 1 contract
Sources: Promissory Note & Security Agreement (Preferred Employers Holdings Inc)
Collateral. 8.1. This Section shall be applicable if Borrower has good title to, has rights in, and the power to transfer each item of the Collateral is expressly indicated among upon which it purports to ▇▇▇▇▇ ▇ ▇▇▇▇ hereunder, free and clear of any and all Liens except Permitted Liens. Borrower has no deposit accounts other information about than the Claim deposit accounts with Bank, the deposit accounts, if any, described in the Portal.
8.2Perfection Certificate delivered to Bank in connection herewith, or of which Borrower has given Bank notice and taken such actions as are necessary to give Bank a perfected security interest therein. The Loan Originator along with the Claim shall not transfer to the Assignee all rights related thereto and existing at the moment of the assignment arising from the Collateral. The Assignee understands that by assignment of the Claim security interest incorporated in the Collateral is not rein the possession of any third party bailee (such as a warehouse) except as otherwise provided in the Perfection Certificate and except for raw materials and inventory at off-registered in favour site locations. None of the Assignee and remains registered in favour components of the Loan Originator.
8.3Collateral shall be maintained at locations other than as provided in the Perfection Certificate or as Borrower has given Bank notice pursuant to Section 7.2, except for raw materials and inventory at off-site locations. The Loan Originator handles all matters related In the event that Borrower, after the date hereof, intends to store or otherwise deliver any portion of the Collateral, including except for raw materials and inventory, to a bailee not listed on the registrationPerfection Certificate, amending then Borrower will first receive the written consent of Bank and cancellation such bailee must execute and deliver a bailee agreement in form and substance satisfactory to Bank. Except as noted on the Perfection Certificate, Borrower is not a party to, nor is bound by, any material license or other agreement with respect to which Borrower is the licensee (a) that prohibits or otherwise restricts Borrower from granting a security interest in Borrower’s interest in such license or agreement or any other property, or (b) for which a default under or termination of mortgages and commercial pledges, including submits and receives all necessary documents in the respective pledge registers.
8.4. The Assignee understands and agrees that the Loan Originator during the validity term of the Agreement without a prior coordination would interfere with the Assignee may make any amendments or sign any additional agreements to the Collateral documentation. The Assignee shall recognize such amendments to Collateral documents or additional agreements as binding and not make any complaints in this regard. The Loan Originator undertakes by making amendments or signing additional agreements to the Collateral documents to act in the interests of the Assignee with due care.
8.5. The Loan Originator shall keep all Collateral documentation and originals of the documents related to the registration of the pledge, including the land register certificate and the deed of commercial pledge registration. The Assignee understands and is informed that the Loan Originator has an obligation to ensure the confidentiality of the Borrowers’ personal data, therefore the Loan Originator shall not issue the documents related to the registration of pledge or their derivatives to the Assignee.
8.6. The Loan Originator by fulfilling the task provided by the Assignee pursuant to the Agreement has the Bank’s right to sell any Collateral. Borrower shall provide written notice to Bank within ten (10) days of entering or becoming bound by any such license or agreement not noted on the Collateral or a part thereof pursuant Perfection Certificate (other than over-the-counter software that is commercially available to the Collateral documentation.
8.7public). The Assignee has an obligation immediatelyBorrower shall take such steps as Bank requests to obtain the consent of, but not later than within 5 or waiver by, any person whose consent or waiver is necessary for (fivex) Business Days from the receipt of Mintos all such licenses or the Loan Originator’s request to provide Mintos or the Loan Originator with all necessary authority, consents and permits for Mintos or the Loan Originator agreements to be able deemed “Collateral” and for Bank to execute have a security interest in it that might otherwise be restricted or prohibited by law or by the terms of any such license or agreement, whether now existing or entered into in the future, and (y) Bank to have the ability in the event of a liquidation of any Collateral to dispose of such Collateral in accordance with Bank’s rights and obligations specified in the Agreement.
8.8. The Assignee understands and is informed that Mintos remedies under this Agreement and the other Loan Originator are not obliged to disclose to the Assignee the information and/or documents related to the enforcement of the Collateral (if any) and/or other debt collection proceedings against the Borrower. The Assignee shall not make any complaints against Mintos, the Loan Originator and the Borrower in this regardDocuments.
Appears in 1 contract
Collateral. 8.1Borrower has good title to, has rights in, and the power to transfer each item of the Collateral upon which it purports to ▇▇▇▇▇ ▇ ▇▇▇▇ hereunder, free and clear of any and all Liens except Permitted Liens. This Section shall be applicable Borrower has no deposit accounts other than the deposit accounts with Bank, the deposit accounts, if any, described in the Perfection Certificate delivered to Collateral Agent in connection herewith, or of which Borrower has given Lenders notice and taken such actions as are necessary to give Collateral Agent a perfected security interest therein. Other than with respect to Consigned Collateral, none of the Collateral is expressly indicated among other information about the Claim in the Portal.
8.2possession of any third party bailee. The Loan Originator along with the Claim shall not transfer to the Assignee all rights related thereto and existing at the moment None of the assignment arising from the Collateral. The Assignee understands that by assignment of the Claim security interest incorporated in the Collateral is not re-registered in favour of the Assignee and remains registered in favour of the Loan Originator.
8.3. The Loan Originator handles all matters related to Collateral, including the registration, amending and cancellation of mortgages and commercial pledges, including submits and receives all necessary documents in the respective pledge registers.
8.4. The Assignee understands and agrees that the Loan Originator during the validity term of the Agreement without a prior coordination with the Assignee may make any amendments or sign any additional agreements to the Collateral documentation. The Assignee shall recognize such amendments to Collateral documents or additional agreements as binding and not make any complaints in this regard. The Loan Originator undertakes by making amendments or signing additional agreements to the Collateral documents to act in the interests of the Assignee with due care.
8.5. The Loan Originator shall keep all Collateral documentation and originals of the documents related to the registration of the pledge, including the land register certificate and the deed of commercial pledge registration. The Assignee understands and is informed that the Loan Originator has an obligation to ensure the confidentiality of the Borrowers’ personal data, therefore the Loan Originator shall not issue the documents related to the registration of pledge or their derivatives to the Assignee.
8.6. The Loan Originator by fulfilling the task provided by the Assignee pursuant to the Agreement has the right to sell the Collateral or a part thereof pursuant to the Collateral documentation.
8.7. The Assignee has an obligation immediately, but not later than within 5 (five) Business Days from the receipt of Mintos or the Loan Originator’s request to provide Mintos or the Loan Originator with all necessary authority, consents and permits for Mintos or the Loan Originator to be able to execute the rights and obligations specified in the Agreement.
8.8. The Assignee understands and is informed that Mintos and the Loan Originator are not obliged to disclose to the Assignee the information and/or documents related to the enforcement components of the Collateral (if anyother than the Consigned Collateral) and/or shall be maintained at locations other debt collection proceedings against than as provided in the Perfection Certificate or as Borrower has given Lenders notice pursuant to Section 7.2. In the event that Borrower, after the date hereof, intends to store or otherwise deliver any portion of the Collateral (other than the Consigned Collateral) to a bailee, then Borrower will first receive the written consent of Lenders, such consent not to be unreasonably withheld, and such bailee must execute and deliver a bailee agreement in form and substance satisfactory to Collateral Agent in its sole discretion. The Assignee For each Account with respect to which Revolving Advances are requested, on the date each Revolving Advance is requested and made, such Account shall be an Eligible Account. All statements made and all unpaid balances appearing in all invoices, instruments and other documents evidencing the Eligible Accounts are and shall be true and correct and all such invoices, instruments and other documents, and all of each Borrower’s Books are genuine and in all respects what they purport to be. Whether or not make an Event of Default has occurred and is continuing, Bank may notify any complaints against MintosAccount Debtor owing a Borrower money of Bank’s security interest in such funds and verify the amount of such Eligible Account. All sales and other transactions underlying or giving rise to each Eligible Account shall comply in all material respects with all applicable laws and governmental rules and regulations. No Borrower has any actual knowledge of any actual or imminent Insolvency Proceeding of any Account Debtor whose accounts are Eligible Accounts in any Transaction Report. To the best of each Borrower’s knowledge, all signatures and endorsements on all documents, instruments, and agreements relating to all Eligible Accounts are genuine, and all such documents, instruments and agreements are legally enforceable in accordance with their terms. All Inventory is in all material respects of good and marketable quality, free from material defects. For any item of Inventory consisting of Eligible Inventory in any Transaction Report, such Inventory (i) consists of finished goods, in good, new, and salable condition, which is not perishable, returned, consigned, obsolete, not sellable, damaged, or defective, and is not comprised of demonstrative or custom inventory, works in progress, packaging or shipping materials, or supplies; (ii) meets all applicable governmental standards; (iii) has been manufactured in compliance with the Fair Labor Standards Act; (iv) is not subject to any Liens, except the first priority Liens granted or in favor of Bank under this Agreement or any of the other Loan Originator Documents; and (v) is located at the locations identified by Borrower in the Perfection Certificate where it maintains Inventory (or any location permitted under Section 7.2). Borrower is the sole owner of its intellectual property, except for non-exclusive licenses granted to its customers in the ordinary course of business. Except as set forth in the Perfection Certificate, to the best of Borrower’s knowledge each patent is valid and enforceable, and no part of the intellectual property has been judged invalid or unenforceable, in whole or in part, and to the best of Borrower’s knowledge, no claim has been made that any part of the intellectual property violates the rights of any third party except to the extent such claim could not reasonably be expected to have a material adverse effect on Borrower’s business. Except as noted on the Perfection Certificate, Borrower is not a party to, nor is bound by, any material license or other agreement with respect to which Borrower is the licensee (a) that prohibits or otherwise restricts Borrower from granting a security interest in Borrower’s interest in such license or agreement or any other property, or (b) for which a default under or termination of could interfere with Collateral Agent’s right to sell any Collateral. Borrower shall provide written notice to Collateral Agent within ten (10) days of entering or becoming bound by any such license or agreement (other than over-the-counter software that is commercially available to the public). Borrower shall take such steps as Collateral Agent reasonably requests to obtain the consent of, or waiver by, any person whose consent or waiver is necessary for (x) all such licenses or agreements to be deemed “Collateral” and for Bank to have a security interest in it that might otherwise be restricted or prohibited by law or by the terms of any such license or agreement, whether now existing or entered into in the future, and (y) Collateral Agent to have the ability in the event of a liquidation of any Collateral to dispose of such Collateral in accordance with Collateral Agent’s rights and remedies under this Agreement and the Borrower in this regardother Loan Documents.
Appears in 1 contract
Sources: Loan and Security Agreement (Alphatec Holdings, Inc.)
Collateral. 8.1. This Section shall be applicable if (a) Borrower and each other Loan Party has good title to, have rights in, and the power to transfer each item of the Collateral is expressly indicated among upon which it purports to ▇▇▇▇▇ ▇ ▇▇▇▇ under the Loan Documents, free and clear of any and all Liens except Permitted Liens, and neither Borrower nor any other information about Loan Party has any Deposit Accounts, Securities Accounts, Commodity Accounts or other investment accounts other than the Claim Collateral Accounts or the other investment accounts, if any, described in the PortalPerfection Certificates delivered to Collateral Agent in connection herewith or otherwise with respect of which Borrower or such Subsidiary has given Collateral Agent timely notice pursuant to Section 6.6(a) and to the extent required under this Agreement, taken such actions as are necessary to give Collateral Agent a perfected security interest therein. The Accounts are bona fide, existing obligations of the Account Debtors.
8.2. (b) The Loan Originator along with the Claim security interest granted herein is and shall not transfer at all times continue to the Assignee all rights related thereto and existing at the moment of the assignment arising from be a first priority perfected security interest in the Collateral. The Assignee understands , subject only to Permitted Liens that are permitted by assignment the terms of this Agreement or Requirement of Law to have priority to Collateral Agent’s Lien.
(c) On the Claim security interest incorporated in Effective Date, except as disclosed on the Perfection Certificate (i) the Collateral is not re-registered in favour of the Assignee and remains registered in favour of the Loan Originator.
8.3. The Loan Originator handles all matters related to Collateral, including the registration, amending and cancellation of mortgages and commercial pledges, including submits and receives all necessary documents in the respective pledge registers.
8.4. The Assignee understands possession of any third party bailee, and agrees that the Loan Originator during the validity term of the Agreement without a prior coordination with the Assignee may make any amendments or sign any additional agreements to the Collateral documentation. The Assignee shall recognize such amendments to Collateral documents or additional agreements as binding and not make any complaints in this regard. The Loan Originator undertakes by making amendments or signing additional agreements to the Collateral documents to act in the interests of the Assignee with due care.
8.5. The Loan Originator shall keep all Collateral documentation and originals of the documents related to the registration of the pledge, including the land register certificate and the deed of commercial pledge registration. The Assignee understands and is informed that the Loan Originator has an obligation to ensure the confidentiality of the Borrowers’ personal data, therefore the Loan Originator shall not issue the documents related to the registration of pledge or their derivatives to the Assignee.
8.6. The Loan Originator by fulfilling the task provided by the Assignee pursuant to the Agreement has the right to sell the Collateral or a part thereof pursuant to the Collateral documentation.
8.7. The Assignee has an obligation immediately, but not later than within 5 (fiveii) Business Days from the receipt of Mintos or the Loan Originator’s request to provide Mintos or the Loan Originator with all necessary authority, consents and permits for Mintos or the Loan Originator to be able to execute the rights and obligations specified in the Agreement.
8.8. The Assignee understands and is informed that Mintos and the Loan Originator are not obliged to disclose to the Assignee the information and/or documents related to the enforcement no third party bailee possesses components of the Collateral in excess of Five Hundred Thousand Dollars (if any$500,000.00).
(d) and/or All Inventory and Equipment of Borrower and its Subsidiaries is in all material respects of good and marketable quality, free from material defects, ordinary wear and tear excepted.
(e) Borrower and each of its Subsidiaries is the sole owner of the Intellectual Property each respectively purports to own, free and clear of all Liens other debt collection proceedings against than Permitted Liens. Except as noted on the Borrower. The Assignee shall not make Perfection Certificates or disclosed in the next Compliance Certificate delivered after entry of such Material Agreement, neither Borrower nor any complaints against Mintosof its Subsidiaries is a party to, or is bound by, any Material Agreement, provided, that the Loan Originator and the Borrower representation made in this regardsentence on the Effective Date shall be limited to Material Agreements for which Borrower or any of its Subsidiaries receives revenue or other payments.
Appears in 1 contract
Collateral. 8.1. This Section shall be (i) Upon the filing of financing statements or other applicable if the Collateral is expressly indicated among document in such filing office, registry or other information about the Claim in the Portal.
8.2. The Loan Originator along public office, together with the Claim shall not transfer to payment of the Assignee all rights requisite filing or recordation fees related thereto and existing at the moment of the assignment arising from the Collateral. The Assignee understands that by assignment of the Claim security interest incorporated in the Collateral is not re-registered in favour of the Assignee and remains registered in favour of the Loan Originator.
8.3. The Loan Originator handles all matters related to Collateral, including the registration, amending and cancellation of mortgages and commercial pledges, including submits and receives all necessary documents in the respective pledge registers.
8.4. The Assignee understands and agrees that the Loan Originator during the validity term of the Agreement without a prior coordination with the Assignee may make any amendments or sign any additional agreements to the Collateral documentation. The Assignee shall recognize such amendments to Collateral documents or additional agreements as binding and not make any complaints in this regard. The Loan Originator undertakes by making amendments or signing additional agreements to the Collateral documents to act in the interests of the Assignee with due care.
8.5. The Loan Originator shall keep all Collateral documentation and originals of the documents related to the registration of the pledge, including the land register certificate and the deed of commercial pledge registration. The Assignee understands and is informed that the Loan Originator has an obligation to ensure the confidentiality of the Borrowers’ personal data, therefore the Loan Originator shall not issue the documents related to the registration of pledge or their derivatives to the Assignee.
8.6. The Loan Originator by fulfilling the task provided by the Assignee Liens granted pursuant to the Escrow Agreement has will constitute valid and enforceable perfected Liens in the Stage I Collateral, in each case prior and superior in right to sell any other Person therein (other than any Person holding a Permitted Prior Lien).
(ii) The Liens previously granted by the Company under the Parity Lien Documents will secure (x) the Stage I Notes and all other obligations related thereto from and after the merger of the Company with and into the Stage I Issuer and it is not necessary to make any new filings or take any other action to perfect, or to maintain the perfection, of such Liens and (y) the Stage II Notes and all other Obligations related thereto upon issuance of such Stage II Notes in connection with the Stage II Notes Exchange Redemption and it is not necessary to make any new filings or take any other action to perfect, or to maintain the perfection, of such Liens.
(iii) As of the Closing Date, there will be no currently effective financing statement, security agreement, chattel mortgage, real estate mortgage or other document filed or recorded with any filing records, registry, or other public office, that purports to cover, affect or give notice of any present or possible future Lien on any assets or property of (x) the Stage I Issuer or any of its subsidiaries, except for Liens in favor of the Stage I Collateral Trustee and Liens with respect to which the Collateral Trustee shall have received Uniform Commercial Code Form UCC 3 termination statements or a part thereof amendments pursuant to Section 7(d)(A)(ii) hereto and (y) the Collateral documentationCompany or any Subsidiary or any rights thereunder, except for Permitted Liens.
8.7. The Assignee has (iv) All information certified by an obligation immediately, but not later than within 5 (five) Business Days from officer of the receipt of Mintos or Company in the Loan Originator’s request to provide Mintos or the Loan Originator with all necessary authority, consents and permits for Mintos or the Loan Originator Perfection Certificate to be able to execute the rights and obligations specified in the Agreement.
8.8. The Assignee understands and is informed that Mintos and the Loan Originator are not obliged to disclose executed prior to the Assignee the information and/or documents related to the enforcement Closing Date and delivered by such officer on behalf of the Collateral (if any) and/or other debt collection proceedings against Company is true and correct both as of the Borrower. The Assignee shall not make any complaints against Mintos, date hereof and as of the Loan Originator and the Borrower in this regardClosing Date.
Appears in 1 contract
Collateral. 8.1all of the Property and interests in Property described in SECTION 5 of the Agreement, and all other Property and interests in Property that now or hereafter secure the payment and performance of any of the Obligations. This Section COLLATERAL ASSIGNMENT OF LEASES - each respective collateral assignment of lease to be executed by Technical Products, in favor of Lender and by which Technical Products shall grant and convey to Lender, as security for the Obligations, an assignment of Technical Products' leasehold interest in all the real Property covered by the Mortgages, which collateral assignment shall be applicable if consented to by the Collateral is expressly indicated among fee owner of such real Property. CONSOLIDATED - the consolidation in accordance with GAAP of the accounts or other information about items as to which such term applies. CURRENT ASSETS - at any date means the Claim amount at which all of the current assets of a Person would be properly classified as current assets shown on a balance sheet at such date in accordance with GAAP except that amounts due from Affiliates and investments in Affiliates shall be excluded therefrom. DATED ASSETS - as defined in SECTION 1.5 of the Portal.
8.2Agreement. The Loan Originator along DATED LIABILITIES - as defined in SECTION 1.5 of the Agreement. DEFAULT - an event or condition the occurrence of which would, with the Claim shall not transfer to lapse of time or the Assignee all rights related thereto and existing at the moment giving of notice, or both, become an Event of Default. DEFAULT RATE - as defined in SECTION 2.1.2 of the assignment arising Agreement. DISTRIBUTION - in respect of any corporation means and includes: (i) the payment of any dividends or other distributions on capital stock of the corporation (except distributions in such stock) and (ii) the redemption or acquisition of Securities unless made contemporaneously from the Collateral. The Assignee understands that by assignment net proceeds of the Claim security interest incorporated in the Collateral is not re-registered in favour sale of Securities. DOLLARS AND THE SIGN "$" - lawful money of the Assignee and remains registered in favour United States of the Loan Originator.
8.3America. The Loan Originator handles all matters related to Collateral, including the registration, amending and cancellation DOMINION ACCOUNT - a special account of mortgages and commercial pledges, including submits and receives all necessary documents in the respective pledge registers.
8.4. The Assignee understands and agrees that the Loan Originator during the validity term of the Agreement without a prior coordination with the Assignee may make any amendments or sign any additional agreements to the Collateral documentation. The Assignee shall recognize such amendments to Collateral documents or additional agreements as binding and not make any complaints in this regard. The Loan Originator undertakes Lender established by making amendments or signing additional agreements to the Collateral documents to act in the interests of the Assignee with due care.
8.5. The Loan Originator shall keep all Collateral documentation and originals of the documents related to the registration of the pledge, including the land register certificate and the deed of commercial pledge registration. The Assignee understands and is informed that the Loan Originator has an obligation to ensure the confidentiality of the Borrowers’ personal data, therefore the Loan Originator shall not issue the documents related to the registration of pledge or their derivatives to the Assignee.
8.6. The Loan Originator by fulfilling the task provided by the Assignee Borrower pursuant to the Agreement has the right to sell the Collateral or at a part thereof pursuant to the Collateral documentation.
8.7. The Assignee has an obligation immediatelybank selected by Borrower, but not later than within 5 acceptable to Lender in its reasonable discretion, and over which Lender shall have sole and exclusive access and control for withdrawal purposes. EBITDA - for any fiscal period of Borrower, means the sum of (fivei) Business Days Adjusted Net Earnings from the receipt of Mintos or the Loan Originator’s request to provide Mintos or the Loan Originator with all necessary authorityOperations for such period, consents PLUS (ii) accrued taxes for such period, PLUS (iii) Interest Expense for such period, PLUS (iv) depreciation and permits amortization for Mintos or the Loan Originator to be able to execute the rights and obligations specified in the Agreementsuch period.
8.8. The Assignee understands and is informed that Mintos and the Loan Originator are not obliged to disclose to the Assignee the information and/or documents related to the enforcement of the Collateral (if any) and/or other debt collection proceedings against the Borrower. The Assignee shall not make any complaints against Mintos, the Loan Originator and the Borrower in this regard.
Appears in 1 contract
Sources: Loan and Security Agreement (Advanced Technical Products Inc)
Collateral. 8.1. This Section shall be applicable if (a) The Borrower will collect its Accounts and sell its Inventory only in the ordinary course of its business.
(b) The Borrower will keep accurate and complete records of its Accounts, Inventory and Equipment, consistent with sound business practices.
(c) The Borrower will notify the Bank ten (10) days in advance of any change in the location of any of its places of business or of the establishment of any new, or the discontinuance of any existing, place of business or of the locations at which any of the Collateral is expressly indicated among other information about the Claim in the Portal.
8.2. The Loan Originator along with the Claim shall not transfer to the Assignee kept; and all rights related thereto and existing at the moment locations of the assignment arising from the Collateral. The Assignee understands that by assignment Borrower's places of the Claim security interest incorporated in business and all locations at which any of the Collateral is not re-registered kept are listed on Exhibit G attached hereto.
(d) If requested by the Bank in favour writing, the Borrower will furnish to the Bank written reports, in addition to the other reports and certificates required of Borrower under this Agreement, detailing the aging of the Assignee Receivables and remains registered in favour of collections thereof, and containing such information with respect thereto as the Loan OriginatorBank may specify. Such reports shall be furnished by the Borrower daily, if required by the Bank.
8.3. The Loan Originator handles all matters related (e) If requested by the Bank in writing from time to Collateraltime and at intervals designated by the Bank, including Borrower shall provide the registrationBank with schedules, amending and cancellation of mortgages and commercial pledges, including submits and receives all necessary documents in the respective pledge registers.
8.4. The Assignee understands and agrees that the Loan Originator during the validity term of the Agreement without a prior coordination with the Assignee may make any amendments or sign any additional agreements addition to the Collateral documentation. The Assignee shall recognize other reports and certificates required of Borrower under this Agreement, of all of Borrower's Inventory, itemizing and describing the kind, type, quality and quantity of such amendments Inventory, Borrower's cost therefor and selling price thereof, together with such support documents as the Bank may request, including, without limitation, invoices relating to Collateral documents or additional agreements as binding and not make any complaints Borrower's purchase of goods listed in this regard. The Loan Originator undertakes by making amendments or signing additional agreements to the Collateral documents to act in the interests of the Assignee with due care.
8.5. The Loan Originator shall keep all Collateral documentation and originals of the documents related to the registration of the pledge, including the land register certificate and the deed of commercial pledge registration. The Assignee understands and is informed that the Loan Originator has an obligation to ensure the confidentiality of the Borrowers’ personal data, therefore the Loan Originator shall not issue the documents related to the registration of pledge or their derivatives to the Assignee.
8.6. The Loan Originator by fulfilling the task provided by the Assignee pursuant to the Agreement has the right to sell the Collateral or a part thereof pursuant to the Collateral documentation.
8.7. The Assignee has an obligation immediately, but not later than within 5 (five) Business Days from the receipt of Mintos or the Loan Originator’s request to provide Mintos or the Loan Originator with all necessary authority, consents and permits for Mintos or the Loan Originator to be able to execute the rights and obligations specified in the Agreement.
8.8. The Assignee understands and is informed that Mintos and the Loan Originator are not obliged to disclose to the Assignee the information and/or documents related to the enforcement of the Collateral (if any) and/or other debt collection proceedings against the Borrower. The Assignee shall not make any complaints against Mintos, the Loan Originator said schedule; and the Borrower in this regardshall not sell Inventory on consignment.
Appears in 1 contract
Sources: Credit Agreement (Source Co)
Collateral. 8.1Borrower has good title to the Collateral, free of Liens except Permitted Liens. This Section shall be applicable if Borrower has no deposit account, other than the Collateral is expressly indicated among other information about the Claim deposit accounts with Bank and deposit accounts described in the Portal.
8.2Perfection Certificate delivered to the Bank in connection herewith. The Loan Originator along with Accounts are bona fide, existing obligations, and the Claim shall not transfer service or property has been performed or delivered to the Assignee all rights related thereto account debtor or its agent for immediate shipment to and existing at unconditional acceptance by the moment of account debtor. Except as shown in the assignment arising from the Collateral. The Assignee understands that by assignment of the Claim security interest incorporated in Perfection Certificate, the Collateral is not re-registered in favour the possession of any third party bailee (such as a warehouse). Except as hereafter disclosed to the Bank in writing by Borrower, none of the Assignee and remains registered in favour of the Loan Originator.
8.3. The Loan Originator handles all matters related to Collateral, including the registration, amending and cancellation of mortgages and commercial pledges, including submits and receives all necessary documents in the respective pledge registers.
8.4. The Assignee understands and agrees that the Loan Originator during the validity term of the Agreement without a prior coordination with the Assignee may make any amendments or sign any additional agreements to the Collateral documentation. The Assignee shall recognize such amendments to Collateral documents or additional agreements as binding and not make any complaints in this regard. The Loan Originator undertakes by making amendments or signing additional agreements to the Collateral documents to act in the interests of the Assignee with due care.
8.5. The Loan Originator shall keep all Collateral documentation and originals of the documents related to the registration of the pledge, including the land register certificate and the deed of commercial pledge registration. The Assignee understands and is informed that the Loan Originator has an obligation to ensure the confidentiality of the Borrowers’ personal data, therefore the Loan Originator shall not issue the documents related to the registration of pledge or their derivatives to the Assignee.
8.6. The Loan Originator by fulfilling the task provided by the Assignee pursuant to the Agreement has the right to sell the Collateral or a part thereof pursuant to the Collateral documentation.
8.7. The Assignee has an obligation immediately, but not later than within 5 (five) Business Days from the receipt of Mintos or the Loan Originator’s request to provide Mintos or the Loan Originator with all necessary authority, consents and permits for Mintos or the Loan Originator to be able to execute the rights and obligations specified in the Agreement.
8.8. The Assignee understands and is informed that Mintos and the Loan Originator are not obliged to disclose to the Assignee the information and/or documents related to the enforcement components of the Collateral in excess of Two Hundred Fifty Thousand Dollars (if any) and/or $250,000.00), in the aggregate, shall be maintained at locations other debt collection proceedings against than as provided in the Borrower. The Assignee Perfection Certificate without the prior written consent of the Bank which shall not make be unreasonably withheld. In the event that Borrower, after the date hereof, intends to store or otherwise deliver any complaints against Mintosportion of the Collateral to a bailee, then Borrower will first receive the Loan Originator written consent of Bank and such bailee must acknowledge in writing that the bailee is holding such Collateral for the benefit of Bank. Borrower has no knowledge of any actual or imminent Insolvency Proceeding of any account debtor whose accounts are an Eligible Account in this regardany Borrowing Base Certificate. All Inventory net of any reserve for excess or obsolescence that are reported on Borrower's financial statements is in all material respects of good and marketable quality, free from material defects. Borrower is the sole owner of the Intellectual Property, except for licenses granted to its customers in the ordinary course of business. Each Patent is valid and enforceable and no part of the Intellectual Property has been judged invalid or unenforceable, in whole or in part, and no claim has been made that any part of the Intellectual Property violates the rights of any third party except to the extent such claim could not reasonably be expected to cause a Material Adverse Change.
Appears in 1 contract
Collateral. 8.1Borrower has good title to, has rights in, and the power to transfer each item of the Collateral upon which it purports to ▇▇▇▇▇ ▇ ▇▇▇▇ hereunder, free and clear of any and all Liens except Permitted Liens. This Section Borrower has no deposit accounts other than the deposit accounts with Bank, the deposit accounts, if any, described in the Perfection Certificate delivered to Bank in connection herewith, or of which Borrower has given Bank notice and taken such actions as are necessary to give Bank a perfected security interest therein. The Accounts are bona fide, existing obligations of the Account Debtors. The Collateral is not in the possession of any third party bailee {such as a warehouse) except as otherwise provided in the Perfection Certificate. None of the components of the Collateral shall be applicable if maintained at locations other than as provided in the Perfection Certificate or as Borrower has given Bank notice pursuant to Section 7.2. In the event that Borrower, after the date hereof, intends to store or otherwise deliver any portion of the Collateral to a bailee, then Borrower will first receive the written consent of Bank and such bailee must execute and deliver a bailee agreement in form and substance satisfactory to Bank in its sole discretion. All Inventory is expressly indicated among in all material respects of good and marketable quality, free from material defects. Except as noted on the Perfection Certificate, Borrower is not a party to, nor is bound by, any license or other information about agreement with respect to which Borrower is the Claim licensee that prohibits or otherwise restricts Borrower from granting a security interest in the Portal.
8.2Borrower’s interest in such license or agreement or any other property. The Loan Originator along with the Claim Borrower shall not transfer provide written notice to Bank within ten (10) days of entering or becoming bound by any such license or agreement which is reasonably likely to have a material impact on Borrower’s business or financial condition (other than over-the-counter software that is commercially available to the Assignee public). Borrower shall take such steps as Bank requests to obtain the consent of, or waiver by, any person whose consent or waiver is necessary for all such licenses or contract rights related thereto to be deemed “Collateral” and existing at for Bank to have a security interest in it that might otherwise be restricted or prohibited by law or by the moment terms of the assignment arising from the Collateral. The Assignee understands that by any such license or agreement (such consent or authorization may include a licensor’s agreement to a contingent assignment of the Claim security interest incorporated license to Bank if Bank determines that is necessary in its good faith judgment), whether now existing or entered into in the Collateral is not re-registered in favour of the Assignee and remains registered in favour of the Loan Originatorfuture.
8.3. The Loan Originator handles all matters related to Collateral, including the registration, amending and cancellation of mortgages and commercial pledges, including submits and receives all necessary documents in the respective pledge registers.
8.4. The Assignee understands and agrees that the Loan Originator during the validity term of the Agreement without a prior coordination with the Assignee may make any amendments or sign any additional agreements to the Collateral documentation. The Assignee shall recognize such amendments to Collateral documents or additional agreements as binding and not make any complaints in this regard. The Loan Originator undertakes by making amendments or signing additional agreements to the Collateral documents to act in the interests of the Assignee with due care.
8.5. The Loan Originator shall keep all Collateral documentation and originals of the documents related to the registration of the pledge, including the land register certificate and the deed of commercial pledge registration. The Assignee understands and is informed that the Loan Originator has an obligation to ensure the confidentiality of the Borrowers’ personal data, therefore the Loan Originator shall not issue the documents related to the registration of pledge or their derivatives to the Assignee.
8.6. The Loan Originator by fulfilling the task provided by the Assignee pursuant to the Agreement has the right to sell the Collateral or a part thereof pursuant to the Collateral documentation.
8.7. The Assignee has an obligation immediately, but not later than within 5 (five) Business Days from the receipt of Mintos or the Loan Originator’s request to provide Mintos or the Loan Originator with all necessary authority, consents and permits for Mintos or the Loan Originator to be able to execute the rights and obligations specified in the Agreement.
8.8. The Assignee understands and is informed that Mintos and the Loan Originator are not obliged to disclose to the Assignee the information and/or documents related to the enforcement of the Collateral (if any) and/or other debt collection proceedings against the Borrower. The Assignee shall not make any complaints against Mintos, the Loan Originator and the Borrower in this regard.
Appears in 1 contract
Collateral. 8.1. This Section shall be applicable if If, during the Collateral term of this Agreement, the Reinsurer (a) loses or has a change in its license, approval, or accreditation, or (b) is expressly indicated among other information about not authorized, admitted, approved, accredited, or (c) has its authority to do business revoked by any regulatory authority, in any jurisdiction in which such licensing or accreditation is necessary for the Claim Ceding Company to take financial statement statutory reserve credit for the reinsurance under this Agreement, then at the Reinsurer’s expense, the Reinsurer will provide the Ceding Company with “Collateral” in the Portal.
8.2form of either clean, irrevocable unconditional and “evergreen” letters of credit, assets in trust held under an agreement acceptable under applicable insurance laws and regulations, or any other form of collateral or treaty modification that is agreeable to both parties and allows the Ceding Company to take full statutory reserve credit in all jurisdictions where the Ceding Company files statutory financial statements and is authorized to do business until such time as the Ceding Company is thereafter able to receive reserve credit in all jurisdictions for the reinsurance ceded under this Agreement without such collateral, provided, however, that this collateral requirement will be on a basis no more onerous than is required for the Ceding Company to receive full reserve credit. The Loan Originator along with Reinsurer will bear the Claim shall not transfer to the Assignee all rights related thereto and existing at the moment cost of the assignment arising from the Collateral. If a letter of credit is provided, the letter of credit will be issued by a bank which [_____]. The Assignee understands that designated bank must be organized or licensed in the United States and must appear on the list of approved banks published by assignment the Securities Valuation Office of the Claim security interest incorporated National Association of Insurance Commissioners. The Reinsurer will notify the Ceding Company of any change in the Collateral Reinsurer’s licensing, approval or accreditation that is not re-registered relevant to the Ceding Company’s ability to take reserve credit as soon as reasonably possible, but in favour no event later than [_____] days after such change. In addition, if the Reinsurer fails to provide security for the Ceding Company’s reserve credit, fails to otherwise rectify the problem and/or fails to comply as described above within [_____] days of written notice thereof from the Ceding Company in accordance with Section 13.1, then in the event any of the Assignee and remains registered in favour contingencies identified above has not been cured by the next “as of” date of any of the Loan Originator.
8.3Ceding Company’s quarterly statutory financial statements, the Ceding Company shall have all available remedies including but not limited to [_____]. The Loan Originator handles all matters related Such [_____], if elected by the Ceding Company, must be elected no later than [_____] calendar days after the date the Reinsurer fails to Collateral, including remedy the registration, amending and cancellation of mortgages and commercial pledges, including submits and receives all necessary documents in the respective pledge registers.
8.4. The Assignee understands and agrees that the Loan Originator during the validity term of the Agreement without a prior coordination with the Assignee may make any amendments or sign any additional agreements to the Collateral documentation. The Assignee shall recognize such amendments to Collateral documents or additional agreements as binding and not make any complaints in this regard. The Loan Originator undertakes by making amendments or signing additional agreements to the Collateral documents to act in the interests of the Assignee with due care.
8.5. The Loan Originator shall keep all Collateral documentation and originals of the documents Ceding Company’s reserve credit problem related to the registration loss of the pledgeReinsurer’s licensing status. In no event shall the Ceding Company be [_____] under this Agreement. The Ceding Company or the Ceding Company’s successors in interest may draw upon the Collateral at any time, including the land register certificate notwithstanding any other provisions of this Agreement, and the deed proceeds of commercial pledge registrationany such draw shall be utilized by the Ceding Company or its successors in interest by operation of law, only for one or more of the following reasons:
1. To [_____] the Ceding Company for:
a. the Reinsurer’s [_____];
b. the Reinsurer’s [_____]; and
c. [_____].
2. For [_____]. [page break] The amounts drawn under any Collateral [_____]. The Assignee understands and is informed that the Loan Originator has an obligation to ensure the confidentiality of the Borrowers’ personal data, therefore the Loan Originator shall not issue the documents related to the registration of pledge or their derivatives to the Assigneedesignated bank [_____].
8.6. The Loan Originator by fulfilling the task provided by the Assignee pursuant to the Agreement has the right to sell the Collateral or a part thereof pursuant to the Collateral documentation.
8.7. The Assignee has an obligation immediately, but not later than within 5 (five) Business Days from the receipt of Mintos or the Loan Originator’s request to provide Mintos or the Loan Originator with all necessary authority, consents and permits for Mintos or the Loan Originator to be able to execute the rights and obligations specified in the Agreement.
8.8. The Assignee understands and is informed that Mintos and the Loan Originator are not obliged to disclose to the Assignee the information and/or documents related to the enforcement of the Collateral (if any) and/or other debt collection proceedings against the Borrower. The Assignee shall not make any complaints against Mintos, the Loan Originator and the Borrower in this regard.
Appears in 1 contract
Sources: Reinsurance Agreement (Massachusetts Mutual Variable Life Separate Account I)
Collateral. 8.1. This Section shall be applicable if Each Borrower has good title to, has rights in, and the power to transfer each item of the Collateral is expressly indicated among upon which it purports to ▇▇▇▇▇ ▇ ▇▇▇▇ hereunder, free and clear of any and all Liens except Permitted Liens. None of the Borrowers, Parent or any of Parent’s Domestic Subsidiaries have any deposit accounts other information about than the Claim deposit accounts with Bank, the deposit accounts, if any, described in the Portal.
8.2Perfection Certificates of Borrowers and Parent that were delivered to Bank in connection herewith, or of which Borrowers have given Bank notice and taken such actions as are necessary to give Bank a perfected security interest therein (subject to Section 6.6 hereof). The Loan Originator along with the Claim shall not transfer to the Assignee all rights related thereto and Accounts are bona fide, existing at the moment obligations of the assignment arising from the CollateralAccount Debtors. The Assignee understands that by assignment of the Claim security interest incorporated in the Collateral is not re-registered in favour the possession of any third party bailee (such as a warehouse) except as otherwise provided in the Perfection Certificate. None of the Assignee and remains registered in favour components of the Loan Originator.
8.3Collateral (other than Inventory in the possession of consignees of such Inventory and Trunk Inventory) shall be maintained at locations other than as provided in the Perfection Certificate or new locations of Borrowers within the United States for which Borrowers have given Bank 30 days’ prior written notice. The Loan Originator handles In the event that any Borrower, after the date hereof, intends to store or otherwise deliver any portion of the Collateral to a bailee, then Borrowers will first receive the written consent of Bank and such bailee must execute and deliver a bailee agreement in form and substance satisfactory to Bank in its sole discretion. All Financed Equipment is new, except for such Financed Equipment that has been disclosed in writing to Bank by Borrowers as “used”. All Inventory is in all matters related material respects of good and marketable quality, free from material defects. Each Borrower, Parent and each of Parent’s Subsidiaries is the sole owner of its intellectual property, except for non-exclusive licenses granted to Collateralits customers in the ordinary course of business. Each patent is valid and enforceable to the best of each Borrower’s knowledge, and no part of such intellectual property has been judged invalid or unenforceable, in whole or in part, and to the best of each Borrower’s knowledge, except as may be set forth in a schedule hereto, no claim has been made that any part of such intellectual property violates the rights of any third party except to the extent such claim could not reasonably be expected to have a material adverse effect on any Borrower’s or Parent’s business. Except as noted on the Perfection Certificate, neither any Borrower nor Parent nor any Subsidiary of Parent is a party to, nor is bound by, any material license or other agreement with respect to which such Person is the licensee, including the registration, amending and cancellation of mortgages and commercial pledges, including submits and receives all necessary documents in the respective pledge registers.
8.4. The Assignee understands and agrees that the Loan Originator during the validity term of the Agreement without limitation any material license or agreement (a) for which a prior coordination default under or termination could interfere with the Assignee may make any amendments or sign any additional agreements to the Collateral documentation. The Assignee shall recognize such amendments to Collateral documents or additional agreements as binding and not make any complaints in this regard. The Loan Originator undertakes by making amendments or signing additional agreements to the Collateral documents to act in the interests of the Assignee with due care.
8.5. The Loan Originator shall keep all Collateral documentation and originals of the documents related to the registration of the pledge, including the land register certificate and the deed of commercial pledge registration. The Assignee understands and is informed that the Loan Originator has an obligation to ensure the confidentiality of the Borrowers’ personal data, therefore the Loan Originator shall not issue the documents related to the registration of pledge or their derivatives to the Assignee.
8.6. The Loan Originator by fulfilling the task provided by the Assignee pursuant to the Agreement has the right to sell Collateral, or (b) that prohibits or otherwise restricts such Person from granting a security interest in such Person’s interest in such license or agreement or any other property. Borrowers shall provide written notice to Bank within ten (10) days of any such Person entering or becoming bound by any such license or agreement (other than over-the-counter software that is commercially available to the public). Each Borrower shall take such steps as Bank requests to obtain the consent of, or waiver by, any person whose consent or waiver is necessary for Bank to have the ability in the event of a liquidation of the Collateral or a part thereof pursuant to dispose of the Collateral documentation.
8.7. The Assignee has an obligation immediately, but not later than within 5 (five) Business Days from the receipt of Mintos or the Loan Originatorin accordance with Bank’s request to provide Mintos or the Loan Originator with all necessary authority, consents and permits for Mintos or the Loan Originator to be able to execute the rights and obligations specified in the Agreement.
8.8. The Assignee understands and is informed that Mintos remedies under this Agreement and the Loan Originator are not obliged to disclose to the Assignee the information and/or documents related to the enforcement of the Collateral (if any) and/or other debt collection proceedings against the Borrower. The Assignee shall not make any complaints against Mintos, the Loan Originator and the Borrower in this regardDocuments.
Appears in 1 contract
Collateral. 8.1. This Section shall be applicable if Guarantor has good title to each item of the Collateral is expressly indicated among upon which it purports to ▇▇▇▇▇ ▇ ▇▇▇▇ hereunder, free and clear of any and all Liens except Permitted Liens. Guarantor has no deposit accounts other information about than the Claim deposit accounts with Purchaser, the deposit accounts, if any, described in the Portal.
8.2Perfection Certificate delivered to Purchaser in connection herewith, or of which Guarantor has given Purchaser notice and taken such actions as are necessary to give Purchaser a perfected security interest therein. The Loan Originator along with the Claim shall not transfer to the Assignee all rights related thereto and Accounts are bona fide, existing at the moment obligations of the assignment arising from the CollateralAccount Guarantors. The Assignee understands that by assignment of the Claim security interest incorporated in the Collateral is not re-registered in favour the possession of any third party bailee (such as a warehouse) except as otherwise provided in the Perfection Certificate. None of the Assignee and remains registered in favour of the Loan Originator.
8.3. The Loan Originator handles all matters related to Collateral, including the registration, amending and cancellation of mortgages and commercial pledges, including submits and receives all necessary documents in the respective pledge registers.
8.4. The Assignee understands and agrees that the Loan Originator during the validity term of the Agreement without a prior coordination with the Assignee may make any amendments or sign any additional agreements to the Collateral documentation. The Assignee shall recognize such amendments to Collateral documents or additional agreements as binding and not make any complaints in this regard. The Loan Originator undertakes by making amendments or signing additional agreements to the Collateral documents to act in the interests of the Assignee with due care.
8.5. The Loan Originator shall keep all Collateral documentation and originals of the documents related to the registration of the pledge, including the land register certificate and the deed of commercial pledge registration. The Assignee understands and is informed that the Loan Originator has an obligation to ensure the confidentiality of the Borrowers’ personal data, therefore the Loan Originator shall not issue the documents related to the registration of pledge or their derivatives to the Assignee.
8.6. The Loan Originator by fulfilling the task provided by the Assignee pursuant to the Agreement has the right to sell the Collateral or a part thereof pursuant to the Collateral documentation.
8.7. The Assignee has an obligation immediately, but not later than within 5 (five) Business Days from the receipt of Mintos or the Loan Originator’s request to provide Mintos or the Loan Originator with all necessary authority, consents and permits for Mintos or the Loan Originator to be able to execute the rights and obligations specified in the Agreement.
8.8. The Assignee understands and is informed that Mintos and the Loan Originator are not obliged to disclose to the Assignee the information and/or documents related to the enforcement components of the Collateral shall be maintained at locations other than as provided in the Perfection Certificate or as permitted pursuant to Section 5.2. In the event that Guarantor, after the date hereof, intends to store or otherwise deliver any portion of the Collateral in excess of One Hundred Thirty Thousand Dollars (if any$130,000.00) and/or other debt collection proceedings against for all Note Parties, to a bailee, then Guarantor will first receive the Borrowerwritten consent of Purchaser and such bailee must execute and deliver a bailee agreement in form and substance satisfactory to Purchaser in its sole discretion. The Assignee shall All Inventory is in all material respects of good and marketable quality, free from material defects. Guarantor is the sole owner of the Intellectual Property which it owns or purports to own except for (a) non-exclusive licenses granted to its customers in the ordinary course of business, (b) over-the-counter software that is commercially available to the public, and (c) material Intellectual Property licensed to Guarantor and noted on the Perfection Certificate. Each Patent which it owns or purports to own and which is material to Guarantor’s business is, to the knowledge of Guarantor, valid and enforceable, and no part of the Intellectual Property which Guarantor owns or purports to own and which is material to the Note Parties’ business taken as a whole has been judged invalid or unenforceable, in whole or in part. To the best of Guarantor’s knowledge, no claim has been made that any part of the Intellectual Property violates the rights of any third party except to the extent such claim would not make have a material adverse effect on the Note Parties’ business taken as a whole. Except as noted on the Perfection Certificate, Guarantor is not a party to, nor is it bound by, any complaints against Mintos, the Loan Originator and the Borrower in this regardRestricted License.
Appears in 1 contract
Sources: Security Agreement (Global Telecom & Technology, Inc.)
Collateral. 8.1. This Section shall be applicable if Borrower has good title to, has rights in, and the power to transfer each item of the Collateral is expressly indicated among upon which it purports to ▇▇▇▇▇ ▇ ▇▇▇▇ hereunder, free and clear of any and all Liens except Permitted Liens. Borrower has no deposit accounts other information about than the Claim deposit accounts with Bank, the deposit accounts, if any, described in the Portal.
8.2Perfection Certificate delivered to Bank in connection herewith, or of which Borrower has given Bank notice and taken such actions as are necessary to give Bank a perfected security interest therein. The Loan Originator along with the Claim shall not transfer to the Assignee all rights related thereto and Accounts are bona fide, existing at the moment obligations of the assignment arising Account Debtors. All Inventory is in all material respects of good and marketable quality, free from the Collateralmaterial defects. The Assignee understands that by assignment of the Claim security interest incorporated in the Collateral is not re-registered in favour the possession of any third party bailee (such as a warehouse) except as otherwise provided in the Perfection Certificate. None of the Assignee and remains registered in favour components of the Loan Originator.
8.3. The Loan Originator handles all matters related to Collateral, including the registration, amending and cancellation of mortgages and commercial pledges, including submits and receives all necessary documents Collateral shall be maintained at locations other than as provided in the respective pledge registers.
8.4Perfection Certificate or as permitted pursuant to Section 7.2. The Assignee understands and agrees In the event that Borrower, after the Loan Originator during the validity term date hereof, intends to store or otherwise deliver any portion of the Agreement without Collateral to a prior coordination bailee, then Borrower will first receive the written consent of Bank and such bailee must execute and deliver a bailee agreement in form and substance satisfactory to Bank in its sole discretion. Except as noted on the Perfection Certificate, Borrower is not a party to, nor is bound by, any material license or other agreement with respect to which Borrower is the Assignee may make licensee (a) that prohibits or otherwise restricts Borrower from granting a security interest in Borrower’s interest in such license or agreement or any amendments other property, or sign any additional agreements to the Collateral documentation. The Assignee shall recognize such amendments to Collateral documents (b) for which a default under or additional agreements as binding and not make any complaints in this regard. The Loan Originator undertakes by making amendments or signing additional agreements to the Collateral documents to act in the interests termination of the Assignee could interfere with due care.
8.5. The Loan Originator shall keep all Collateral documentation and originals of the documents related to the registration of the pledge, including the land register certificate and the deed of commercial pledge registration. The Assignee understands and is informed that the Loan Originator has an obligation to ensure the confidentiality of the Borrowers’ personal data, therefore the Loan Originator shall not issue the documents related to the registration of pledge or their derivatives to the Assignee.
8.6. The Loan Originator by fulfilling the task provided by the Assignee pursuant to the Agreement has the Bank’s right to sell any Collateral. Without prior consent from Bank, Borrower shall not enter into, or become bound by, any such license or agreement which is reasonably likely to have a material impact on Borrower’s business or financial condition. Borrower shall take such steps as Bank requests to obtain the Collateral consent of, or a part thereof pursuant to the Collateral documentation.
8.7. The Assignee has an obligation immediatelywaiver by, but not later than within 5 (five) Business Days from the receipt of Mintos any person whose consent or the Loan Originator’s request to provide Mintos waiver is necessary for all such licenses or the Loan Originator with all necessary authority, consents and permits for Mintos or the Loan Originator contract rights to be able deemed “Collateral” and for Bank to execute have a security interest in it that might otherwise be restricted or prohibited by law or by the rights and obligations specified terms of any such license or agreement, whether now existing or entered into in the Agreementfuture.
8.8. The Assignee understands and is informed that Mintos and the Loan Originator are not obliged to disclose to the Assignee the information and/or documents related to the enforcement of the Collateral (if any) and/or other debt collection proceedings against the Borrower. The Assignee shall not make any complaints against Mintos, the Loan Originator and the Borrower in this regard.
Appears in 1 contract
Collateral. 8.1. This Section shall be applicable if Borrower has good title to, has rights in, and the power to transfer each item of the Collateral is expressly indicated among upon which it purports to ▇▇▇▇▇ ▇ ▇▇▇▇ hereunder, free and clear of any and all Liens except Permitted Liens. Borrower has no deposit accounts other information about than the Claim deposit accounts with Bank, the deposit accounts, if any, described in the Portal.
8.2Perfection Certificate delivered to Bank in connection herewith, or of which Borrower has given Bank notice and taken such actions as are necessary to give Bank a perfected security interest therein. The Loan Originator along with the Claim shall not transfer to the Assignee all rights related thereto and Accounts are bona fide, existing at the moment obligations of the assignment arising from the CollateralAccount Debtors. The Assignee understands that by assignment of the Claim security interest incorporated in the Collateral is not re-registered in favour the possession of any third party bailee (such as a warehouse) except as otherwise provided in the Perfection Certificate. None of the Assignee and remains registered in favour components of the Loan Originator.
8.3. The Loan Originator handles all matters related to Collateral, including the registration, amending and cancellation of mortgages and commercial pledges, including submits and receives all necessary documents Collateral shall be maintained at locations other than as provided in the respective pledge registers.
8.4Perfection Certificate or as permitted pursuant to Section 7.2. The Assignee understands and agrees In the event that Borrower, after the Loan Originator during the validity term date hereof, intends to store or otherwise deliver any portion of the Agreement without Collateral to a prior coordination bailee, then Borrower will first receive the written consent of Bank and such bailee must execute and deliver a bailee agreement in form and substance satisfactory to Bank in its sole discretion. To the best of Borrower’s knowledge, Borrower is the sole owner of its Intellectual Property, except for non-exclusive licenses granted to its customers in the ordinary course of business. No part of the Intellectual Property has been judged invalid or unenforceable, in whole or in part, and to the best of Borrower’s knowledge, no claim has been made that any of Borrower’s products, services or processes violate the rights of any third party except to the extent such claim could not reasonably be expected to have a material adverse effect on Borrower’s business. Except as noted on the Perfection Certificate, Borrower is not a party to, nor is bound by, any material license or other agreement with respect to which Borrower is the licensee (a) that prohibits or otherwise restricts Borrower from granting a security interest in Borrower’s interest in such license or agreement or any other property, or (b) for which a default under or termination of could interfere with the Assignee may make any amendments or sign any additional agreements to the Collateral documentation. The Assignee shall recognize such amendments to Collateral documents or additional agreements as binding and not make any complaints in this regard. The Loan Originator undertakes by making amendments or signing additional agreements to the Collateral documents to act in the interests of the Assignee with due care.
8.5. The Loan Originator shall keep all Collateral documentation and originals of the documents related to the registration of the pledge, including the land register certificate and the deed of commercial pledge registration. The Assignee understands and is informed that the Loan Originator has an obligation to ensure the confidentiality of the Borrowers’ personal data, therefore the Loan Originator shall not issue the documents related to the registration of pledge or their derivatives to the Assignee.
8.6. The Loan Originator by fulfilling the task provided by the Assignee pursuant to the Agreement has the Bank’s right to sell the Collateral any Collateral. Borrower shall provide written notice to Bank within thirty (30) days of entering or a part thereof pursuant becoming bound by any such license or agreement (other than over-the-counter software that is commercially available to the Collateral documentation.
8.7public). The Assignee has an obligation immediatelyBorrower shall take such steps as Bank requests to obtain the consent of, but not later than within 5 or waiver by, any person whose consent or waiver is necessary for (fivex) Business Days from the receipt of Mintos all such licenses or the Loan Originator’s request to provide Mintos or the Loan Originator with all necessary authority, consents and permits for Mintos or the Loan Originator agreements to be able deemed “Collateral” and for Bank to execute have a security interest in it that might otherwise be restricted or prohibited by law or by the terms of any such license or agreement, whether now existing or entered into in the future, and (y) Bank to have the ability in the event of a liquidation of any Collateral to dispose of such Collateral in accordance with Bank’s rights and obligations specified in the Agreement.
8.8. The Assignee understands and is informed that Mintos remedies under this Agreement and the other Loan Originator are not obliged to disclose to the Assignee the information and/or documents related to the enforcement of the Collateral (if any) and/or other debt collection proceedings against the Borrower. The Assignee shall not make any complaints against Mintos, the Loan Originator and the Borrower in this regardDocuments.
Appears in 1 contract
Collateral. 8.1. This Section shall be applicable if (a) As security for the timely payment in full of all of the Principal Amount, First Plaza Group Trust hereby grants, pledges and assigns to the Insurer a continuing security interest in and lien on all of First Plaza Group Trust's right, title and interest in, to and under (i) account number [*****] that First Plaza Group Trust established under the name “[*****]” (such account, the “Collateral Account”), and (ii) the U.S. Treasury securities and Cash in an amount equal to the Principal Amount, and any proceeds collected on, distributed on account of or otherwise derived therefrom or substituted therefor as contemplated hereunder (collectively, the “Note Collateral”), in each case, whether now existing or arising or hereafter acquired, while such Note Collateral is expressly indicated among other information about the Claim in the Portal.
8.2. The Loan Originator along with the Claim shall not transfer to the Assignee all rights related thereto and existing at the moment of the assignment arising from the Collateral. The Assignee understands that by assignment of the Claim security interest incorporated held in the Collateral is not reAccount. First Plaza Group Trust represents and warrants to the Insurer that it holds the Note Collateral and Collateral Account free and clear of any Lien, other than any Lien created by operation of Law in respect of restrictions on the transfer of securities (“Non-registered in favour Restricted Liens”), except for the security interest therein granted to the Insurer hereunder.
(b) Prior to the issuance of this Note, First Plaza Group Trust established the Collateral Account into which has been deposited U.S. Treasury securities or Cash with a value as of the Assignee and remains registered in favour closing of business on the Business Day prior to the date hereof, as such value is determined using bid prices from the Bloomberg system as of the Loan Originatorclosing of business on the Business Day prior to Closing, at least equal to the amount of the Principal Amount. First Plaza Group Trust represents and warrants to the Insurer that, as of the date hereof, the ▇.
8.3▇. The Loan Originator handles ▇▇▇▇▇▇ Positions report of the Collateral Account attached hereto as Annex A is true, correct and complete in all matters related material respects and agrees that, until the Principal Amount of this Note is reduced to Collateralzero, including the registrationCollateral Account shall only hold U.S. Treasury securities or Cash. For so long as any amount remains outstanding under this Note, amending First Plaza Group Trust shall not and cancellation shall take no direction to (i) withdraw from the Collateral Account any of mortgages the Note Collateral or the proceeds thereof, unless First Plaza Group Trust has first deposited into the Collateral Account an amount of U.S. Treasury securities or Cash with a value (determined as of the date of deposit in accordance with Appendix 2.6 of the DTFA) equal to or greater than the amount it proposes to withdraw and commercial pledges, including submits and receives all necessary documents promptly thereafter provides the Insurer with an updated ▇.▇. ▇▇▇▇▇▇ Positions report of the Collateral Account substantially in the respective pledge registers.
8.4. The Assignee understands and agrees that the Loan Originator during the validity term form of the Agreement without a prior coordination with the Assignee may make Annex A, (ii) enter into any amendments control agreement or sign any additional agreements similar arrangement related to the Collateral documentation. The Assignee shall recognize such amendments Account or (iii) grant, pledge, assign or suffer to exist any Lien in the Note Collateral documents or additional agreements as binding the Collateral Account, except for Non-Restricted Liens, or to otherwise permit any Lien to be filed against the Note Collateral or the Collateral Account, except for Non-Restricted Liens and not make any complaints in this regard. The Loan Originator undertakes by making amendments or signing additional agreements the security interest granted to the Insurer hereunder. Notwithstanding the foregoing, after the payment of any portion of the Principal Amount under this Note, First Plaza Group Trust may withdraw Note Collateral documents with a value (determined as of the date of such payment in accordance with Appendix 2.6 of the DTFA) equal to act such payment, provided that the Note Collateral remaining in the interests Collateral Account after such NYI-4483150v3 CONFIDENTIAL withdrawal shall have a value (determined as of the Assignee date of such withdrawal in accordance with due careAppendix 2.6 of the DTFA) equal to or greater than the outstanding Principal Amount.
8.5. The Loan Originator shall keep all Collateral documentation and originals (c) In connection with the grant of the documents related security interests in Section 2(a), First Plaza Group Trust agrees to take all actions reasonably requested by the Insurer that may be necessary or desirable under all applicable Laws to cause such security interest to be created, exist and attach and to protect and perfect the interest of the Insurer against all other Persons and ensure that the security interest granted by First Plaza Group Trust to the registration of the pledge, including the land register certificate Insurer in Section 2(a) is senior and the deed of commercial pledge registration. The Assignee understands prior in all respects to any creditors claiming an interest in and is informed that the Loan Originator has an obligation to ensure the confidentiality of the Borrowers’ personal data, therefore the Loan Originator shall not issue the documents related to the registration of pledge Note Collateral or their derivatives the Collateral Account, and to assist the Insurer, as reasonably requested, in filing UCC-1 financing statements (including any continuation statements with respect to such financing statements when applicable) with respect to the Assignee.
8.6. The Loan Originator security interest transferred and granted by fulfilling the task provided by the Assignee pursuant First Plaza Group Trust to the Agreement has the right to sell the Collateral or a part thereof pursuant Insurer by Section 2(a) with respect to the Collateral documentation.
8.7. The Assignee has an obligation immediately, but not later than within 5 (five) Business Days from the receipt of Mintos or the Loan Originator’s request to provide Mintos or the Loan Originator with all necessary authority, consents and permits for Mintos or the Loan Originator to be able to execute the rights and obligations specified in the Agreement.
8.8. The Assignee understands and is informed that Mintos and the Loan Originator are not obliged to disclose to the Assignee the information and/or documents related to the enforcement of the Collateral (if any) and/or other debt collection proceedings against the Borrower. The Assignee shall not make any complaints against Mintos, the Loan Originator and the Borrower in this regard.Note
Appears in 1 contract
Sources: Definitive Transaction Framework Agreement (General Motors Co)
Collateral. 8.1Borrower has good title to the Collateral, free of Liens except Permitted Liens. This Section shall be applicable if Borrower has no deposit account, other than the Collateral is expressly indicated among other information about the Claim deposit accounts with Bank and deposit accounts described in the Portal.
8.2Perfection Certificate delivered to the Bank in connection herewith. The Loan Originator along with Accounts are bona fide, existing obligations, and the Claim shall not transfer service or property has been performed or delivered to the Assignee all rights related thereto account debtor or its agent for immediate shipment to and existing at unconditional acceptance by the moment account debtor (except to the extent of acceptance requirements in the assignment arising from ordinary course of Borrower’s business where Borrower has no reason to believe that its customer will not accept the Collateralproduct or service). The Assignee understands that by assignment of the Claim security interest incorporated in the Collateral is not re-registered in favour the possession of any third party bailee (such as a warehouse). Except as hereafter disclosed to the Bank in writing by Borrower, none of the Assignee and remains registered in favour of the Loan Originator.
8.3. The Loan Originator handles all matters related to Collateral, including the registration, amending and cancellation of mortgages and commercial pledges, including submits and receives all necessary documents in the respective pledge registers.
8.4. The Assignee understands and agrees that the Loan Originator during the validity term of the Agreement without a prior coordination with the Assignee may make any amendments or sign any additional agreements to the Collateral documentation. The Assignee shall recognize such amendments to Collateral documents or additional agreements as binding and not make any complaints in this regard. The Loan Originator undertakes by making amendments or signing additional agreements to the Collateral documents to act in the interests of the Assignee with due care.
8.5. The Loan Originator shall keep all Collateral documentation and originals of the documents related to the registration of the pledge, including the land register certificate and the deed of commercial pledge registration. The Assignee understands and is informed that the Loan Originator has an obligation to ensure the confidentiality of the Borrowers’ personal data, therefore the Loan Originator shall not issue the documents related to the registration of pledge or their derivatives to the Assignee.
8.6. The Loan Originator by fulfilling the task provided by the Assignee pursuant to the Agreement has the right to sell the Collateral or a part thereof pursuant to the Collateral documentation.
8.7. The Assignee has an obligation immediately, but not later than within 5 (five) Business Days from the receipt of Mintos or the Loan Originator’s request to provide Mintos or the Loan Originator with all necessary authority, consents and permits for Mintos or the Loan Originator to be able to execute the rights and obligations specified in the Agreement.
8.8. The Assignee understands and is informed that Mintos and the Loan Originator are not obliged to disclose to the Assignee the information and/or documents related to the enforcement components of the Collateral (if any) and/or shall be maintained at locations other debt collection proceedings against than as provided in the Perfection Certificate. In the event that Borrower, after the date hereof, intends to store or otherwise deliver any portion of the Collateral to a bailee, then Borrower will first receive the written consent of Bank and such bailee must acknowledge in writing that the bailee is holding such Collateral for the benefit of Bank. The Assignee shall Borrower has no knowledge of any actual or imminent Insolvency Proceeding of any account debtor whose accounts are an Eligible Account in any Borrowing Base Certificate. All Inventory is in all material respects of good and marketable quality, free from material defects. Borrower is the sole owner of the Intellectual Property, except for non-exclusive licenses granted to its customers in the ordinary course of business. To the knowledge of Borrower, each Patent is valid and enforceable and no part of the Intellectual Property has been judged invalid or unenforceable, in whole or in part, and no claim has been made that any part of the Intellectual Property violates the rights of any third party except to the extent such claim could not make any complaints against Mintos, the Loan Originator and the Borrower in this regardreasonably be expected to cause a Material Adverse Change.
Appears in 1 contract
Collateral. 8.1. This Section shall be applicable if Borrower has good title to, has rights in, and the power to transfer each item of the Collateral is expressly indicated among upon which it purports to ▇▇▇▇▇ ▇ ▇▇▇▇ hereunder, free and clear of any and all Liens except Permitted Liens. Borrower has no deposit accounts other information about than the Claim deposit accounts with Collateral Agent, the deposit accounts, if any, described in the Portal.
8.2Perfection Certificate delivered to Collateral Agent in connection herewith, or of which Borrower has given Collateral Agent notice and taken such actions as are necessary to give Collateral Agent a perfected security interest therein. The Loan Originator along with the Claim shall not transfer to the Assignee all rights related thereto and existing at the moment of the assignment arising from the Collateral. The Assignee understands that by assignment of the Claim security interest incorporated in the Collateral is not re-registered in favour the possession of any third party bailee (such as a warehouse) except as otherwise provided in the Perfection Certificate. None of the Assignee and remains registered in favour components of the Loan Originator.
8.3. The Loan Originator handles all matters related to Collateral, including the registration, amending and cancellation of mortgages and commercial pledges, including submits and receives all necessary documents Collateral shall be maintained at locations other than as provided in the respective pledge registers.
8.4Perfection Certificate or as permitted pursuant to Section 7.2. The Assignee understands and agrees In the event that Borrower, after the Loan Originator during the validity term date hereof, intends to store or otherwise deliver any portion of the Agreement without Collateral to a prior coordination with bailee, then Borrower will first receive the Assignee may make any amendments or sign any additional agreements to the written consent of Collateral documentation. The Assignee shall recognize Agent and such amendments bailee must execute and deliver a bailee agreement in form and substance satisfactory to Collateral documents Agent. All Financed Equipment is new, except for such Financed Equipment that has been disclosed in writing to Collateral Agent by Borrower as “used” and that Lenders, in their reasonable discretion, in accordance with standard business practices, have agreed to finance. All Inventory is in all material respects of good and marketable quality, free from material defects. Except as noted on the Perfection Certificate, Borrower is not a party to, nor is bound by, any material license or additional agreements as binding and not make other agreement with respect to which Borrower is a licensee that (a) prohibits or otherwise restricts Borrower from granting a security interest in Borrower’s interest in such license or agreement or any complaints in this regard. The Loan Originator undertakes by making amendments other property, or signing additional agreements to the (b) for which a default under or termination of could interfere with Collateral documents to act in the interests of the Assignee with due care.
8.5. The Loan Originator shall keep all Collateral documentation and originals of the documents related to the registration of the pledge, including the land register certificate and the deed of commercial pledge registration. The Assignee understands and is informed that the Loan Originator has an obligation to ensure the confidentiality of the Borrowers’ personal data, therefore the Loan Originator shall not issue the documents related to the registration of pledge or their derivatives to the Assignee.
8.6. The Loan Originator by fulfilling the task provided by the Assignee pursuant to the Agreement has the Agent’s right to sell the any Collateral. Borrower shall provide written notice to Collateral Agent within ten (10) days of entering or becoming bound by any such license or agreement which is reasonably likely to have a part thereof pursuant material impact on Borrower’s business or financial condition (other than over-the-counter software that is commercially available to the public). Borrower shall take such steps as Collateral documentation.
8.7. The Assignee has an obligation immediatelyAgent reasonably requests to obtain the consent of, but not later than within 5 or waiver by, any person whose consent or waiver is necessary for (fivex) Business Days from the receipt of Mintos all such licenses or the Loan Originator’s request to provide Mintos or the Loan Originator with all necessary authority, consents and permits for Mintos or the Loan Originator agreements to be able deemed “Collateral” and for Collateral Agent to execute have a security interest in it that might otherwise be restricted or prohibited by law or by the terms of any such license or, whether now existing or entered into in the future, and (y) Collateral Agent shall have the ability in the event of a liquidation of any Collateral to dispose of such Collateral in accordance with Collateral Agent’s rights and obligations specified in the Agreement.
8.8. The Assignee understands and is informed that Mintos remedies under this Agreement and the other Loan Originator are not obliged to disclose to the Assignee the information and/or documents related to the enforcement of the Collateral (if any) and/or other debt collection proceedings against the Borrower. The Assignee shall not make any complaints against Mintos, the Loan Originator and the Borrower in this regardDocuments.
Appears in 1 contract
Sources: Loan and Security Agreement (Complete Genomics Inc)
Collateral. 8.1. This Section shall be applicable if A. Except as otherwise provided herein, the Collateral is expressly indicated among other information about the Claim in the Portal.
8.2. The Loan Originator along with the Claim shall not transfer to the Assignee all rights related thereto and existing at the moment of the assignment arising from the Collateral. The Assignee understands that by assignment of the Claim security interest incorporated in the Collateral is not re-registered in favour of the Assignee and remains registered in favour terms of the Loan OriginatorDocuments remain in full force. In the event of a conflict, the terms of this Settlement Agreement shall prevail over the terms of the Loan Documents.
8.3B. The Defendants further acknowledge the continued effectiveness and validity of any and all security interests granted to UBS Bank under the Loan Documents, including, but not limited to, UBS Bank’s first priority lien and security interest in the assets held in Account Nos. XL-02340 and XL-09158, including, but not limited to, the LIQD Stock that Ferdinand Holdings, LLC maintains at UBS Financial Services Inc.
C. Simultaneously with the execution of this Settlement Agreement, ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ shall execute and deliver to UBS Bank the Security Agreement attached hereto as EXHIBIT K, pursuant to which ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ shall assign, transfer and pledge to UBS Bank, and grant to UBS Bank a first priority lien and security interest in, any and all assets held in any and all accounts that she maintains at UBS Financial Services Inc., including, but not limited to, any assets held in Account No. EX-03407, including, but not limited to, the AAPL Stock.
D. Subject to and pending the Defendants’ satisfaction of their payment obligations under Paragraph 1 of this Settlement Agreement, UBS Bank agrees from the Effective Date of this Settlement Agreement to July 6, 2015 (the “Forbearance Period”) to forbear from exercising its rights and remedies under the Loan Documents, including, but not limited to, its right to liquidate the LIQD Stock and the AAPL Stock and set-off the proceeds of the liquidation against the outstanding Loan Balance. The Defendants shall not withdraw any assets held in Account Nos. XL-02340, XL-09158 and/or EX-03407 during the Forbearance Period. If the Defendants fail to timely satisfy any of the payment obligations set forth in Paragraph 1 of this Settlement Agreement, the Forbearance Period shall terminate immediately, and UBS Bank shall have the right, in its sole and absolute discretion, to, among other things, liquidate the LIQD Stock and the AAPL Stock and set-off the proceeds of the liquidation against the outstanding Loan Originator handles all matters related to CollateralBalance, including the registration, amending and cancellation of mortgages and commercial pledges, including submits and receives all necessary documents in the respective pledge registersmanner set forth below in Paragraph 3(G).
8.4E. Notwithstanding Paragraph 3(D) of this Settlement Agreement, and irrespective of whether the Defendants have complied with their payment obligations under Paragraph 1 of this Settlement Agreement, in the event that the intra-day and/or opening or closing per-share price of Liquid Holdings Group, Inc., as listed on the NASDAQ stock market, is at or below $1.10, the Forbearance Period shall terminate immediately, and UBS Bank shall have the right, in its sole and absolute discretion, to, among other things, liquidate the LIQD Stock and the AAPL Stock and set-off the proceeds of the liquidation against the outstanding Loan Balance, in the manner set forth below in Paragraph 3(G).
F. Simultaneously with the execution of this Settlement Agreement, the Defendants shall execute and deliver to UBS Bank documents to effect any sale of the stock of Liquid Holdings Group, Inc. pursuant to this Settlement Agreement, in the forms collectively attached hereto as EXHIBIT L. Following the execution of this Settlement Agreement, and upon the request of UBS Bank, the Defendants shall execute and deliver to UBS Bank any further documentation, including, but not limited to, stock powers and any documentation required to be executed and/or filed with the Securities and Exchange Commission pursuant to Rule 144 of the Securities Act of 1933, that UBS Bank may deem required to effect any sale of the stock Liquid Holdings Group, Inc.
G. In the event that (i) the Defendants default on any of the payment obligations required by Paragraph 1 of this Settlement Agreement, or (ii) the intra-day and/or opening or closing per-share price of Liquid Holdings Group, Inc., as listed on the NASDAQ stock market, is at or below $1.10, and UBS Bank exercises its rights under the Loan Documents and/or herein to liquidate the assets held in Account Nos. XL-02340, XL-09158 and/or EX-03407, UBS Bank shall first attempt, in its sole and absolute discretion, to satisfy the outstanding Loan Balance through the liquidation of the LIQD Stock and application of the proceeds to the outstanding Loan Balance. If, within five (5) business days following the date of the Defendants’ payment default under this Settlement Agreement, UBS Bank is unable to fully satisfy the outstanding Loan Balance through the liquidation of the LIQD Stock, UBS Bank, in its sole and absolute discretion, may at that time liquidate the AAPL Stock and apply the proceeds towards the satisfaction of the outstanding Loan Balance. All rights and remedies of UBS Bank under this Settlement Agreement are cumulative, and nothing contained in this Paragraph 3(G) shall limit and/or restrict UBS Bank’s right to file and record the Judgments as set forth in Paragraph 2 of this Settlement Agreement. The Assignee understands Defendants represent that Liquid Holdings Group, Inc. has imposed upon them, during the period beginning on April 18, 2014 through and agrees that including April 17, 2015, certain restrictions with respect to the transfer and/or sale of any of the Defendants’ shares of Liquid Holdings Group, Inc., including, but not limited to, the LIQD Shares (the “Lock-Up”). As set forth in the letter from Liquid Holdings Group, Inc. attached hereto as EXHIBIT M, Liquid Holdings Group, Inc. has agreed, as of September 16, 2014, to exempt 771,000 shares from the Lock-Up.
H. In the event that, on or before April 17, 2015, (i) the Defendants default on any of the payment obligations required by Paragraph 1 of this Settlement Agreement, or (ii) the intra-day and/or opening or closing per-share price of Liquid Holdings Group, Inc., as listed on the NASDAQ stock market, is at or below $1.10, and UBS Bank exercises its rights under the Loan Originator during Documents and/or herein to liquidate the validity term assets held in Account Nos. XL-02340, XL-09158 and/or EX-03407, the Defendants shall use their best efforts to have the remainder of their shares released from the Lock-Up. In connection with any sale of any of the Agreement without a assets held in Account Nos. XL-02340, XL-09158 and/or EX-03407, including, but not limited to, the LIQD Stock and/or the AAPL Stock, by UBS Bank pursuant to this Settlement Agreement, neither UBS Bank nor any of its affiliates shall be liable to any of the Defendants in any way for any adverse consequences (for tax effect or otherwise) resulting from the liquidation of appreciated or depreciated assets. Without limiting the generality of the foregoing, the sale may be made in UBS Bank’s sole and absolute discretion by public sale on any exchange or market where business is then usually transacted or by private sale, and UBS Bank or any of its affiliates may be the purchaser at any public or private sale. ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ hereby represents and warrants that he has obtained the prior coordination with the Assignee may make consent of Liquid Holdings Group, Inc., if necessary, for UBS Bank to take any amendments or sign any additional agreements action contemplated by this Settlement Agreement, subject to the Collateral documentation. The Assignee remaining Lock-Up restrictions, which are addressed above and which Ferdinand shall recognize such amendments use best efforts to Collateral documents or additional agreements have released as binding and not make necessary to effectuate any complaints liquidation required to meet the payment obligations in this regard. The Loan Originator undertakes by making amendments or signing additional agreements to Settlement Agreement.
I. Tax Payment Carve-Out: Upon the Collateral documents to act in the interests Defendants’ timely satisfaction of all of the Assignee with due care.
8.5. The Loan Originator payments set forth in Paragraphs 1(A) through 1(D) of this Settlement Agreement, the Defendants shall keep all Collateral documentation and originals of the documents related to the registration of the pledge, including the land register certificate and the deed of commercial pledge registration. The Assignee understands and is informed that the Loan Originator has an obligation to ensure the confidentiality of the Borrowers’ personal data, therefore the Loan Originator shall not issue the documents related to the registration of pledge or their derivatives to the Assignee.
8.6. The Loan Originator by fulfilling the task provided by the Assignee pursuant to the Agreement has have the right to sell up to (but no more than) 200,000 shares of Liquid Holdings Group, Inc. stock held in Account No. XL-02340 and/or XL-09158 and withdraw the Collateral or a part thereof pursuant to proceeds of said sale, net of any applicable sales commission, for the Collateral documentation.
8.7. The Assignee has an obligation immediatelysole purpose of paying any outstanding taxes, but not later than within 5 (five) Business Days from provided however, no such sale shall be permitted herein unless, at the receipt of Mintos or time the Loan Originator’s request to provide Mintos or sale is requested by the Loan Originator with all necessary authority, consents and permits for Mintos or the Loan Originator to be able to execute the rights and obligations specified in the Agreement.
8.8. The Assignee understands and is informed that Mintos and the Loan Originator are not obliged to disclose to the Assignee the information and/or documents related to the enforcement of the Collateral (if any) and/or other debt collection proceedings against the Borrower. The Assignee shall not make any complaints against MintosDefendants, the Loan Originator and intra-day per-share price of Liquid Holdings Group, Inc., as listed on the Borrower in this regardNASDAQ stock market, is at or above $1.25.
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Collateral. 8.1. This Section shall be applicable if Borrower has good title to, has rights in, and the power to transfer each item of the Collateral is expressly indicated among upon which it purports to ▇▇▇▇▇ ▇ ▇▇▇▇ hereunder, free and clear of any and all Liens except Permitted Liens. Borrower has no deposit accounts other information about than the Claim deposit accounts with Bank, the deposit accounts, if any, described in the Portal.
8.2Perfection Certificate delivered to Bank in connection herewith, or of which Borrower has given Bank notice and taken such actions as are necessary to give Bank a perfected security interest therein. The Loan Originator along with the Claim shall not transfer to the Assignee all rights related thereto and Accounts are bona fide, existing at the moment obligations of the assignment arising from the CollateralAccount Debtors. The Assignee understands that by assignment of the Claim security interest incorporated in the Collateral is not re-registered in favour the possession of any third party bailee (such as a warehouse) except as otherwise provided in the Perfection Certificate. None of the Assignee and remains registered in favour components of the Loan Originator.
8.3. The Loan Originator handles all matters related to Collateral, including the registration, amending and cancellation of mortgages and commercial pledges, including submits and receives all necessary documents Collateral shall be maintained at locations other than as provided in the respective pledge registers.
8.4Perfection Certificate or as permitted pursuant to Section 7.1. The Assignee understands and agrees In the event that Borrower, after the Loan Originator during the validity term date hereof, intends to store or otherwise deliver any portion of the Agreement without Collateral to a prior coordination bailee, then Borrower will first receive the written consent of Bank and such bailee must execute and deliver a bailee agreement in form and substance satisfactory to Bank in its sole discretion. All Financed Equipment is new, except for such Financed Equipment that has been disclosed in writing to Bank by Borrower as “used” and that Bank, in its sole discretion, has agreed to finance. All Inventory is in all material respects of good and marketable quality, free from material defects. Borrower is the sole owner of or has sufficient rights to use its intellectual property, except for non-exclusive licenses granted to its customers in the ordinary course of business. Each patent is valid and enforceable, and no part of the intellectual property has been judged invalid or unenforceable, in whole or in part, and to the best of Borrower’s knowledge, no claim has been made that any part of the intellectual property violates the rights of any third party except to the extent such claim could not reasonably be expected to have a material adverse effect on Borrower’s business. Except as noted on the Perfection Certificate, Borrower is not a party to, nor is bound by, any material license or other agreement with respect to which Borrower is the licensee (a) that prohibits or otherwise restricts Borrower from granting a security interest in Borrower’s interest in such license or agreement or any other property, or (b) for which a default under or termination of could interfere with the Assignee may make any amendments or sign any additional agreements to the Collateral documentation. The Assignee shall recognize such amendments to Collateral documents or additional agreements as binding and not make any complaints in this regard. The Loan Originator undertakes by making amendments or signing additional agreements to the Collateral documents to act in the interests of the Assignee with due care.
8.5. The Loan Originator shall keep all Collateral documentation and originals of the documents related to the registration of the pledge, including the land register certificate and the deed of commercial pledge registration. The Assignee understands and is informed that the Loan Originator has an obligation to ensure the confidentiality of the Borrowers’ personal data, therefore the Loan Originator shall not issue the documents related to the registration of pledge or their derivatives to the Assignee.
8.6. The Loan Originator by fulfilling the task provided by the Assignee pursuant to the Agreement has the Bank’s right to sell the Collateral any Collateral. Borrower shall provide written notice to Bank within ten (10) days of entering or a part thereof pursuant becoming bound by any such license or agreement (other than over-the-counter software that is commercially available to the Collateral documentation.
8.7public). The Assignee has an obligation immediatelyBorrower shall take such steps as Bank requests to obtain the consent of, but not later than within 5 or waiver by, any person whose consent or waiver is necessary for (fivex) Business Days from the receipt of Mintos all such licenses or the Loan Originator’s request to provide Mintos or the Loan Originator with all necessary authority, consents and permits for Mintos or the Loan Originator agreements to be able deemed “Collateral” and for Bank to execute have a security interest in it that might otherwise be restricted or prohibited by law or by the terms of any such license or agreement, whether now existing or entered into in the future, and (y) Bank to have the ability in the event of a liquidation of any Collateral to dispose of such Collateral in accordance with Bank’s rights and obligations specified in the Agreement.
8.8. The Assignee understands and is informed that Mintos remedies under this Agreement and the other Loan Originator are not obliged to disclose to the Assignee the information and/or documents related to the enforcement of the Collateral (if any) and/or other debt collection proceedings against the Borrower. The Assignee shall not make any complaints against Mintos, the Loan Originator and the Borrower in this regardDocuments.
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Collateral. 8.1Borrower has good title, has rights in, and the power to transfer each item of the Collateral upon which it purports to g▇▇▇▇ ▇ ▇▇▇▇ hereunder, free and clear of any and all Liens except Permitted Liens. This Section Borrower has no deposit accounts in the United States other than the deposit accounts with Bank, the deposit accounts, if any, described in the Perfection Certificate delivered to Bank in connection herewith, or of which Borrower has given Bank notice and taken such actions as are necessary to give Bank a perfected security interest therein. The accounts are bona fide, existing obligations of the Account Debtors. The Collateral is not in the possession of any third party bailee (such as a warehouse) except as otherwise provided in the Perfection Certificate. None of the components of the Collateral shall be applicable if maintained at locations other than as provided in the Perfection Certificate or as Borrower has given Bank notice pursuant to Section 7.2. In the event that Borrower, after the date hereof, intends to store or otherwise deliver any portion of the Collateral to a bailee, then Borrower will first receive the written consent of Bank and such bailee must execute and deliver a bailee agreement in form and substance satisfactory to Bank in its sole discretion. Borrower is expressly indicated among other information about the Claim sole owner of its intellectual property, except for non-exclusive licenses granted to its customers in the Portal.
8.2ordinary course of business. The Loan Originator along with Each patent is valid and enforceable, and no part of the Claim shall not transfer intellectual property has been judged invalid or unenforceable, in whole or in part, and to the Assignee all rights related thereto and existing at the moment best of Borrower’s knowledge, no claim has been made that any part of the assignment arising intellectual property violates the rights of any third party except to the extent such claim could not reasonably be expected to have a material adverse effect on Borrower’s business. Except as noted on the Perfection Certificate, Borrower is not a party to, nor is bound by, any material license or other agreement with respect to which Borrower is licensee that prohibits or otherwise restricts Borrower from granting a security interest in Borrower’s interest in such license or agreement or any other property. Borrower shall provide written notice to Bank within 30 days of entering or becoming bound by any such license or agreement which is reasonably likely to have a material impact on Borrower’s business or financial condition (other than over-the-counter software that is commercially available to the public). Borrower shall take such steps as Bank requests to obtain the consent of, or wavier by, any person whose consent or waiver is necessary for all such licenses or contract rights to be deemed “Collateral. The Assignee understands ” and for Bank to have a security interest in it that might otherwise be restricted or prohibited by law or by the terms of any such license or agreement (such consent or authorization may include a licensor’s agreement to a contingent assignment of the Claim license to Bank if Bank determines that is necessary in its good faith judgment), whether now existing or entered into in the future. Without prior consent from Bank, Borrower shall not enter into, or become bound by, any such license or agreement which is reasonably likely to have a material impact on Borrower’s business or financial condition. Borrower shall take such steps as Bank requests to obtain the consent of, or waiver by, any person whose consent or waiver is necessary for all such licenses or contract rights to be deemed “Collateral” and for Bank to have a security interest incorporated in it that might otherwise be restricted or prohibited by law or by the terms of any such license or agreement, whether now existing or entered into in the Collateral is not re-registered in favour of the Assignee and remains registered in favour of the Loan Originatorfuture.
8.3. The Loan Originator handles all matters related to Collateral, including the registration, amending and cancellation of mortgages and commercial pledges, including submits and receives all necessary documents in the respective pledge registers.
8.4. The Assignee understands and agrees that the Loan Originator during the validity term of the Agreement without a prior coordination with the Assignee may make any amendments or sign any additional agreements to the Collateral documentation. The Assignee shall recognize such amendments to Collateral documents or additional agreements as binding and not make any complaints in this regard. The Loan Originator undertakes by making amendments or signing additional agreements to the Collateral documents to act in the interests of the Assignee with due care.
8.5. The Loan Originator shall keep all Collateral documentation and originals of the documents related to the registration of the pledge, including the land register certificate and the deed of commercial pledge registration. The Assignee understands and is informed that the Loan Originator has an obligation to ensure the confidentiality of the Borrowers’ personal data, therefore the Loan Originator shall not issue the documents related to the registration of pledge or their derivatives to the Assignee.
8.6. The Loan Originator by fulfilling the task provided by the Assignee pursuant to the Agreement has the right to sell the Collateral or a part thereof pursuant to the Collateral documentation.
8.7. The Assignee has an obligation immediately, but not later than within 5 (five) Business Days from the receipt of Mintos or the Loan Originator’s request to provide Mintos or the Loan Originator with all necessary authority, consents and permits for Mintos or the Loan Originator to be able to execute the rights and obligations specified in the Agreement.
8.8. The Assignee understands and is informed that Mintos and the Loan Originator are not obliged to disclose to the Assignee the information and/or documents related to the enforcement of the Collateral (if any) and/or other debt collection proceedings against the Borrower. The Assignee shall not make any complaints against Mintos, the Loan Originator and the Borrower in this regard.
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