DERIVATIVE ASSETS Sample Clauses

DERIVATIVE ASSETS. The Mortgagor undertakes and agrees with the Trustee as trustee for the Secured Creditors that within 10 Business Days after the accrual, offer or issue of any Derivative Assets the Mortgagor will deposit with or to the order of the Trustee or with such Delegate as the Trustee may approve for this purpose all certificate(s) or other document(s) of title relating to such Derivative Assets and, within 10 Business Days after any such accrual, offer or issue, deliver to or to the order of the Trustee or any such Delegate transfer form(s) relating to same (with the name of the transferee, the consideration and the date left blank, but otherwise duly completed) duly executed by each person in whose name such certificate(s) or other document(s) of title is to the intent the Trustee shall hold such Derivative Assets as trustee for the Secured Creditors as security for the Secured Obligations and such Derivative Assets shall be subject to the provisions of this Memorandum in all respects as if they formed part of the Shares.
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DERIVATIVE ASSETS upon the accrual, offer or issue of any Derivative Assets (apart from dividends, interest payments or other payments of money, as the case may be, forming part of the Investments) which have not accrued or been offered or issued to the Security Trustee or its nominees as registered holder of the Investments to which those Derivative Assets relate deliver or pay to the Security Trustee (or procure the delivery or payment to the Security Trustee of) all such Derivative Assets and any certificates and other documents of title to or representing the same together with each of the documents required to be duly executed, completed and delivered under and in accordance with the terms of clause 5.1.2.
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DERIVATIVE ASSETS. Until the security hereby constituted shall have been discharged: (a) upon the accrual, offer or issue of any Derivative Assets, the Chargor shall, subject to Clause 4 above, deliver or pay to the Collateral Agent (or procure the delivery or payment to the Collateral Agent of) all such Derivative Assets or the certificates and other documents of title to or representing the same together with: (i) (if any such certificate or other document is not in the name or the sole name of the Chargor) a declaration of trust in respect of the Derivative Assets in question in favour of the Chargor (and containing a power of attorney in favour of the Chargor and the Collateral Agent severally to complete any partially completed transfer or assignment as is referred to below) executed by each person other than the Chargor in whose name such certificate or other document is; and (ii) an instrument of transfer or assignment of the relevant Derivative Assets (with the name of the transferee, the consideration and the date left blank, but otherwise duly completed), executed by each person whose name such certificate or other document of title bears; Provided that the Collateral Agent shall not complete any such transfer or assignment or take any other steps to register itself or any third party as the holder of the Derivative Assets until a Noticed Event of Default shall have occurred and provided that it is still continuing; (b) the Chargor shall ensure that all of the Pledged Securities are and at all times remains free from any restriction on transfer; and (c) the Chargor shall pay all calls or other payments due in respect of any part of the Pledged Securities, and in any case of default by the Chargor in this respect the Collateral Agent may if it thinks fit make any such payment on behalf of the Chargor, in which case the Chargor shall reimburse to the Collateral Agent on demand all sums so expended by the Collateral Agent together with interest at the rate for the time being payable by the Chargor to the Banks under the Credit Agreement from the date of such payment by the Collateral Agent to the date of its reimbursement by the Chargor, and, without prejudice to the provisions of Clauses 3 and 14 hereof, this Charge over Shares shall be a security to the Collateral Agent for all sums so expended by the Collateral Agent and such interest as aforesaid.
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Related to DERIVATIVE ASSETS

  • Title to Properties and Assets; Liens The Company has good and marketable title to its properties and assets, and has good title to all its leasehold interests, in each case subject to no material mortgage, pledge, lien, lease, encumbrance or charge, other than

  • Excluded Assets The Purchased Assets shall not include any of the following property and assets (collectively, the “Excluded Assets”): (a) all book debts and other debts due or accruing due to Seller prior to the Closing Time and the benefit of all security for such accounts, notes and debts, other than Accounts Receivable; (b) receivables owing to the Seller or a Subsidiary (other than CCSC) relating to the Real Time Transaction; (c) all cash on hand, cash equivalents, and bank deposits of the Seller or a Subsidiary (other than CCSC); (d) all Short Term Investments of the Seller or a Subsidiary (other than CCSC); (e) all minute books and stock ledgers of the Seller or a Subsidiary (other than CCSC); (f) all Indebtedness to the Seller of any Affiliate or Subsidiary of the Seller; (g) all personnel records that the Seller or a Subsidiary is required by Applicable Law to retain in its possession; (h) all sponsorship obligations of the Seller under Employee Plans, Pension Plans, and Statutory Plans; (i) all income Tax installments paid by the Seller or a Subsidiary and the right to receive any refund of income Taxes paid by the Seller or a Subsidiary; (j) Georgia State research and development tax credits receivables; (k) Georgia State research and development deferred income; (l) all equity or other ownership interests in Subsidiaries of the Seller other than CCSC; (m) the Contracts described in Schedule 2.2(m) (the “Excluded Contracts”); and (n) the leases described in Schedule 2.2(n) (the “Excluded Leases”).

  • Title to Properties and Assets; Liens, Etc Except as set forth on Schedule 4.9, each of the Company and each of its Subsidiaries has good and marketable title to its properties and assets, and good title to its leasehold estates, in each case subject to no mortgage, pledge, lien, lease, encumbrance or charge, other than: (a) those resulting from taxes which have not yet become delinquent; (b) minor liens and encumbrances which do not materially detract from the value of the property subject thereto or materially impair the operations of the Company or any of its Subsidiaries; and (c) those that have otherwise arisen in the ordinary course of business. All facilities, machinery, equipment, fixtures, vehicles and other properties owned, leased or used by the Company and its Subsidiaries are in good operating condition and repair and are reasonably fit and usable for the purposes for which they are being used. Except as set forth on Schedule 4.9, the Company and its Subsidiaries are in compliance with all material terms of each lease to which it is a party or is otherwise bound.

  • Commingling Assets The assets of your IRA cannot be commingled with other property except in a common trust fund or common investment fund.

  • Title to Properties and Assets Each Group Company has good and marketable title to all respective properties and assets, in each case such property and assets are subject to no Liens. With respect to the property and assets it leases, each Group Company is in compliance with such leases and holds valid leasehold interests in such assets free of any Liens.

  • Investment Assets Those assets of the Fund as the Advisor and the Fund shall specify in writing, from time to time, including cash, stocks, bonds and other securities that the Advisor deposits with the Custodian and places under the investment supervision of the Sub-Advisor, together with any assets that are added at a subsequent date or which are received as a result of the sale, exchange or transfer of such Investment Assets.

  • Subsidiary Rights The Company or one of its Subsidiaries has the unrestricted right to vote, and (subject to limitations imposed by applicable law) to receive dividends and distributions on, all capital securities of its Subsidiaries as owned by the Company or such Subsidiary.

  • Title to Tangible Assets The Company and its Subsidiaries have good title to their properties and assets and good title to all their leasehold estates, in each case subject to no mortgage, pledge, lien, lease, encumbrance or charge, other than or resulting from taxes which have not yet become delinquent and minor liens and encumbrances which do not in any case materially detract from the value of the property subject thereto or materially impair the operations of the Company and its Subsidiaries and which have not arisen otherwise than in the ordinary course of business.

  • Real Estate Collateral The Borrowers shall, and shall cause their respective Subsidiaries to, deliver to the Collateral Agent as soon as practicable and in any event within 90 calendar days after the Incremental Loan Funding Date (or such longer period as the Collateral Agent may agree in its sole discretion), (a) an amendment to each Mortgage encumbering the Mortgaged Properties in form suitable for recording that shall provide such Mortgage remains in full force and effect and continues to secure the Obligations, as amended by this Incremental Amendment, which mortgage amendment shall be in form and substance reasonably acceptable to the Collateral Agent and its counsel in all respects, (b) endorsements to the mortgagee’s title insurance policies reflecting the amendment to the insured Mortgage as well as a date down endorsement in respect of each of the Mortgaged Properties, reflecting that there are no encumbrances affecting the Mortgaged Properties except as permitted under the Credit Agreement, and in each case in form and substance reasonably satisfactory to the Collateral Agent, (c) a customary opinion of local counsel in each jurisdiction in which a Mortgage Property is located for the benefit of the Collateral Agent with respect to the enforceability of the Mortgages as amended, together with such other opinions as the Collateral Agent shall require, and in form and substance reasonably acceptable to the Collateral Agent and (d) such further documents, instruments, acts or agreements as the Collateral Agent may reasonably request to affirm, secure, renew or perfect the liens of the Mortgages as amended. All of the actions referenced above shall be taken, and documents referenced above shall be delivered, at the sole expense of the Borrowers, including any recording charges, taxes, or other associated costs related thereto.

  • Net Tangible Assets Purchaser shall have at least $5,000,001 of net tangible assets (as determined in accordance with Rule 3a51-1(g)(1) of the Exchange Act) remaining after the closing of the Purchaser Share Redemption.