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 Notwithstanding anything to the contrary in this Agreement, the Purchased Assets shall not include the following assets (collectively, the “Excluded Assets”): (a) all cash, cash equivalents (including marketable securities and short-term investments), bank accounts and their balances (including related books and records), lockboxes and deposits of, and any rights or interests in, the cash management system of Seller, including uncleared checks and drafts received or deposited for the account of Seller; (b) all rights under any Contracts, including those listed on Schedule 2.02(b), but excluding the Assumed Contracts; (c) all Company Plans and attributable assets of, or relating to, such plans, including all records, Contracts and arrangements associated with such Company Plans; (d) any Intellectual Property of Seller not Related to the Business; (e) Seller’s Organizational Documents and minute and equity ownership books and records having to do with the company organization or existence of Seller and its company seal; (f) all rights, claims, credits, causes of action or rights of set-off that Seller may have arising under this Agreement or as a result of the consummation of the transactions contemplated hereby; (g) any refunds of Taxes for any Pre-Closing Tax Period or for which Seller is liable pursuant to Section 6.12; (h) the Tax Returns and Tax records and reports of Seller other than those that are Purchased Assets; (i) all insurance policies of Seller, including claims thereunder and any claims or benefits in, to or under any express or implied warranties from suppliers of goods or services relating to Inventory sold by Seller prior to Closing; (j) all of Seller’s intercompany account balances with its Affiliates, including those related to the Products; (k) all assets, properties, and interests rights primarily used in or held for use in connection with the operation of Seller’s wound care and urology business; (l) the rights that accrue or will accrue to Seller under this Agreement and the other Transaction Documents; and (m) the other assets of Seller that are identified on Schedule 2.02(m).

  • Title to Properties and Assets; Liens, Etc The Company has good and marketable title to its properties and assets, including the properties and assets reflected in the most recent balance sheet included in the Financial Statements, 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) liens and encumbrances which do not materially detract from the value of the property subject thereto or materially impair the operations of the Company; and (c) those that have otherwise arisen in the ordinary course of business. The Company is 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 In the event that following the Issue Date, any Grantor shall acquire any fee simple ownership interest in any parcel of Real Property (except to the extent subject to a Lien permitted by clauses (d), (g), (j) or (p) (as it relates to any of the foregoing) of the definition of “Permitted Liens” in the Indenture to the extent the documentation relating to such Lien prohibits the granting of a Lien thereon to secure the Secured Obligations) with a Fair Market Value in excess of $5,000,000 as of the date of acquisition (a “Specified Real Property”), such Grantor shall provide a Mortgage in favor of the Collateral Agent in such Specified Real Property within 120 days following the date of acquisition thereof. In the event that any Permitted Additional Pari Passu Obligations are incurred following the date any Mortgage is provided, the Grantors shall notify the Collateral Agent thereof in writing and within 120 days following such incurrence take all such action as may be reasonably required to amend each then existing Mortgage in order to ensure that such Permitted Additional Pari Passu Obligations are secured by such Mortgage. In connection with the provision of any new Mortgage or any amendment to any Mortgage pursuant to this Section 3, the related Grantors will provide (a) an Opinion of Counsel stating that such Mortgage creates an enforceable Lien on the applicable Specified Real Property in favor of the Collateral Agent or, if applicable, the relevant Additional Pari Passu Agent, to secure the Secured Obligations, subject to the assumptions and qualifications specified therein, and (b) UCC-1 fixture filings relating to such Specified Real Property filed in the appropriate filing office.

  • 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.

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