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Common use of Encumbrance Clause in Contracts

Encumbrance. Create, incur, allow, or suffer any Lien on any of its property, or assign or convey any right to receive income, including the sale of any Accounts, or permit any of its Subsidiaries to do so, except for Permitted Liens, or permit any Collateral not to be subject to the first priority security interest granted herein (except for Permitted Liens), or enter into any agreement, document, instrument or other arrangement (except with or in favor of Collateral Agent, for the ratable benefit of the Secured Parties) with any Person which directly or indirectly prohibits or has the effect of prohibiting Borrower, or any of its Subsidiaries, from assigning, mortgaging, pledging, granting a security interest in or upon, or encumbering any of Borrower’s or such Subsidiary’s Intellectual Property, except as is otherwise permitted in Section 7.1 hereof and the definition of “Permitted Liens”.

Appears in 22 contracts

Samples: Loan and Security Agreement (Neuronetics, Inc.), Loan and Security Agreement (Neuronetics, Inc.), Loan and Security Agreement (Ardelyx, Inc.)

Encumbrance. Create, incur, allow, or suffer any Lien on any of its property, or assign or convey any right to receive income, including the sale of any Accounts, or permit any of its Subsidiaries to do so, except for Permitted Liens, or permit any Collateral not to be subject to the first priority security interest granted herein (except for Permitted Liens), or enter into any agreement, document, instrument or other arrangement (except with or in favor of Collateral Agent, for the ratable benefit of the Secured PartiesLenders) with any Person which directly or indirectly prohibits or has the effect of prohibiting Borrower, or any of its Subsidiaries, from assigning, mortgaging, pledging, granting a security interest in or upon, or encumbering any of Borrower’s or such Subsidiary’s Intellectual Property, except as is otherwise permitted in Section 7.1 hereof and the definition of “Permitted Liens”.

Appears in 20 contracts

Samples: Loan and Security Agreement (Celcuity Inc.), Loan and Security Agreement (Rockwell Medical, Inc.), Loan and Security Agreement (CVRx, Inc.)

Encumbrance. Create, incur, allow, or suffer any Lien on any of its property, or assign or convey any right to receive income, including the sale of any Accounts, or permit any of its Subsidiaries to do so, except for Permitted Liens, or permit any Collateral not to be subject to the first priority security interest granted herein (except for Permitted Liens), or enter into any agreement, document, instrument or other arrangement (except with or in favor of Collateral Agent, for the ratable benefit of the Secured PartiesLenders) with any Person which directly or indirectly prohibits or has the effect of prohibiting Borrower, or any of its Subsidiaries, from assigning, mortgaging, pledging, granting a security interest in or upon, or encumbering any of Borrower’s or such Subsidiary’s Intellectual Property, except as is otherwise permitted in Section 7.1 hereof and the definition of “Permitted Liens”.

Appears in 9 contracts

Samples: Subordinated Business Loan and Security Agreement (Nuvve Holding Corp.), Business Loan and Security Agreement (Super League Enterprise, Inc.), Subordinated Business Loan and Security Agreement (Perfect Moment Ltd.)

Encumbrance. (a) Create, incur, allow, or suffer any Lien on any of its property, or assign or convey any right to receive income, including the sale of any Accounts, or permit any of its Subsidiaries to do so, in each case except for Permitted Liens, or (b) permit any Collateral not to be subject to the first priority security interest granted herein (except for which Collateral may be subject to Permitted Liens), or enter into any agreement, document, instrument or other arrangement (except with or in favor of Collateral Agent, for the ratable benefit of the Secured PartiesBank) with any Person which directly or indirectly prohibits or has the effect of prohibiting Borrower, Borrower or any of its Subsidiaries, Subsidiaries from assigning, mortgaging, pledging, granting a security interest in or upon, or encumbering any of Borrower’s or such any Subsidiary’s Intellectual Property, except as is otherwise permitted in Section 7.1 hereof and the definition of Permitted Liens”Liens herein.

Appears in 6 contracts

Samples: Mezzanine Loan and Security Agreement (Health Catalyst, Inc.), Loan and Security Agreement (Health Catalyst, Inc.), Mezzanine Loan and Security Agreement (Health Catalyst, Inc.)

Encumbrance. Create, incur, allow, or suffer allow any Lien on any of its property, or assign or convey any right to receive income, including the sale of any Accounts, or permit any of its Subsidiaries to do so, except for Permitted Liens, or permit any Collateral not to be subject to the first priority security interest granted herein (except for Permitted LiensLiens that are permitted to have superior priority to Bank’s security interest), or enter into any agreement, document, instrument or other arrangement (except with or in favor of Collateral Agent, for the ratable benefit of the Secured PartiesBank) with any Person which directly or indirectly prohibits or has the effect of prohibiting Borrower, Borrower or any of its Subsidiaries, Subsidiary from assigning, mortgaging, pledging, granting a security interest in or upon, or encumbering any of Borrower’s or such any Subsidiary’s Intellectual Propertyintellectual property, except for any Loan Document, as is otherwise permitted in Section 7.1 hereof and the definition of “Permitted Liens” herein.

Appears in 4 contracts

Samples: Loan and Security Agreement (Cyoptics Inc), Loan and Security Agreement (Cyoptics Inc), Loan and Security Agreement (Cyoptics Inc)

Encumbrance. Create, incur, allow, or suffer any Lien on any of its property, or assign or convey any right to receive income, including the sale of any Accounts, or permit any of its Subsidiaries Subsidiary to do so, except for Permitted Liens, or permit any Collateral not to be subject to the first priority security interest granted herein (except for Permitted Liens), or enter into any agreement, document, instrument or other arrangement (except with or in favor of Collateral Agent, for the ratable benefit of the Secured Parties) with any Person which directly or indirectly prohibits or has the effect of prohibiting Borrower, or any of its Subsidiaries, from assigning, mortgaging, pledging, granting a security interest in or upon, or encumbering any of Borrower’s or such Subsidiary’s Intellectual Property, except as is otherwise permitted in Section 7.1 hereof and the definition of “Permitted Liens..

Appears in 4 contracts

Samples: Loan and Security Agreement (Alimera Sciences Inc), Loan and Security Agreement (Alimera Sciences Inc), Loan and Security Agreement (Alimera Sciences Inc)

Encumbrance. (a) Create, incur, allow, or suffer any Lien on any of its property, or assign or convey any right to receive income, including the sale of any Accounts, or permit any of its Subsidiaries to do so, except for Permitted Liens, or (b) permit any Collateral not to fail to be subject to the first priority security interest granted herein (except for Permitted Liens)Liens that may have priority by operation of applicable Law or by the terms of a written intercreditor or subordination agreement entered into by Agent, or (c) enter into any agreement, document, instrument or other arrangement (except with or in favor of Collateral Agent, Agent for the ratable benefit of the Secured PartiesLenders) with any Person which directly or indirectly prohibits or has the effect of prohibiting Borrower, Borrower or any of its Subsidiaries, Subsidiary from assigning, mortgaging, pledging, granting a security interest in or upon, or encumbering any of Borrower’s or such any Subsidiary’s Collateral or Intellectual Property, except as is otherwise permitted in Section 7.1 hereof and the definition of “Permitted Liens” herein.

Appears in 3 contracts

Samples: Credit and Security Agreement (Ocular Therapeutix, Inc), Credit and Security Agreement (Ocular Therapeutix, Inc), Credit and Security Agreement (Ocular Therapeutix, Inc)

Encumbrance. Create, incur, allow, or suffer any Lien on any of its property, or assign or convey any right to receive income, including the sale of any Accounts, or permit any of its Subsidiaries to do so, except for Permitted Liens, or permit any Collateral not to be subject to the first priority security interest granted herein (except for subject to Liens described in clause (c) of the definition of “Permitted Liens), or enter into any agreement, document, instrument or other arrangement (except with or in favor of Collateral Agent, for the ratable benefit of the Secured PartiesBank) with any Person which directly or indirectly prohibits or has the effect of prohibiting Borrower, Borrower or any of its Subsidiaries, Subsidiary from assigning, mortgaging, pledging, granting a security interest in or upon, or encumbering any of Borrower’s or such any Subsidiary’s Intellectual PropertyProperty in favor of Bank, except as in connection with a Transfer that is otherwise permitted in Section 7.1 hereof and the definition of “Permitted Liens” herein.

Appears in 3 contracts

Samples: Loan and Security Agreement (Gigamon LLC), Loan and Security Agreement (Gigamon LLC), Loan and Security Agreement (Gigamon LLC)

Encumbrance. Create, incur, allow, or suffer any Lien on any of its property, or assign or convey any right to receive income, including the sale of any Accounts, or permit any of its Subsidiaries to do so, except for Permitted Liens, or permit any Collateral not to be subject to the first priority security interest granted herein (except for subject only to Permitted Liens), Liens that may have superior priority to Lender’s Lien under this Agreement) or enter into any agreement, document, instrument or other arrangement (except with or in favor of Collateral Agent, for the ratable benefit of the Secured PartiesLender) with any Person which directly or indirectly prohibits or has the effect of prohibiting Borrower, Borrower or any of its Subsidiaries, Subsidiary from assigning, mortgaging, pledging, granting a security interest in or upon, or encumbering any of Borrower’s or such any Subsidiary’s Intellectual Property, except as is otherwise permitted in Section 7.1 hereof and the definition of “Permitted Liens” herein.

Appears in 2 contracts

Samples: Loan and Security Agreement (Channeladvisor Corp), Loan and Security Agreement (Channeladvisor Corp)

Encumbrance. Create, incur, allow, or suffer any Lien on any of its property, or assign or convey any right to receive income, including the sale of any Accounts, or permit any of its Subsidiaries to do so, except for Permitted Liens, or ; permit any Collateral not to be subject to the first priority security interest granted herein (except for such purchase money Liens under clause (c) of the definition of “Permitted Liens), ; or enter into any agreement, document, instrument or other arrangement (except with or in favor of Collateral Agent, for the ratable benefit of the Secured PartiesBank) with any Person which that directly or indirectly prohibits prohibits, or has the effect of prohibiting Borrowerprohibiting, or any of its Subsidiaries, Borrower from assigning, mortgaging, pledging, granting a security interest in or upon, or encumbering any of Borrower’s or such Subsidiary’s Intellectual Property, except as is otherwise permitted in Section 7.1 hereof and the definition of “Permitted Liens”Lien” herein.

Appears in 2 contracts

Samples: Loan and Security Agreement (Ignyta, Inc.), Loan and Security Agreement (Ignyta, Inc.)

Encumbrance. Create, incur, allow, or suffer any Lien on any of its property, or assign or convey any right to receive income, including the sale of any Accounts, or permit any of its Subsidiaries to do so, except for Permitted Liens, or permit any Collateral not to be subject to the first priority senior security interest granted herein (except for Permitted Liens), or enter into any agreement, document, instrument or other arrangement (except with or in favor of Collateral Agent, for the ratable benefit of the Secured PartiesLenders) with any Person which directly or indirectly prohibits or has the effect of prohibiting Borrower, or any of its Subsidiaries, from assigning, mortgaging, pledging, granting a security interest in or upon, or encumbering any of Borrower’s or such Subsidiary’s Intellectual Property, except as is otherwise permitted in Section 7.1 hereof and the definition of “Permitted Liens”.

Appears in 2 contracts

Samples: Business Loan and Security Agreement (Biofrontera Inc.), Business Loan and Security Agreement (Biofrontera Inc.)

Encumbrance. Create, incur, allow, or suffer any Lien on any of its property, or assign or convey any right to receive income, including the sale of any Accounts, or permit any of its Subsidiaries to do so, except for Permitted Liens, or permit any Collateral not to be subject to the first priority security interest granted herein (except for Liens permitted under clause (c) of the definition of Permitted Liens), or enter into any agreement, document, instrument or other arrangement (except with or in favor of Collateral Agent, for the ratable benefit of the Secured PartiesBank) with any Person which directly or indirectly prohibits or has the effect of prohibiting Borrower, Borrower or any of its Subsidiaries, Subsidiary from assigning, mortgaging, pledging, granting a security interest in or upon, or encumbering any of Borrower’s or such any Subsidiary’s Intellectual Property, except as is otherwise permitted in Section 7.1 hereof and the definition of “Permitted Liens” herein.

Appears in 2 contracts

Samples: Loan and Security Agreement (Magnite, Inc.), Loan and Security Agreement (Rubicon Project, Inc.)

Encumbrance. Create, incur, allow, or suffer any Lien on any of its propertyproperty (other than Liens on stock in favor of Borrower in connection with the cashless exercise of stock options or similar retention agreement), or assign or convey any right to receive income, including the sale of any Accounts, or permit any of its Subsidiaries to do so, except for Permitted Liens, or permit any Collateral not to be subject to the first priority security interest granted herein (except for Permitted Liens)herein, or enter into any agreement, document, instrument or other arrangement (except with or in favor of Collateral Agent, for the ratable benefit of the Secured PartiesBank) with any Person which directly or indirectly prohibits or has the effect of prohibiting Borrower, Borrower or any of its Subsidiaries, Subsidiary from assigning, mortgaging, pledging, granting a security interest in or upon, or encumbering any of Borrower’s or such any Subsidiary’s Intellectual Property, except as is otherwise permitted in Section 7.1 hereof and the definition of “Permitted Liens” herein.

Appears in 2 contracts

Samples: Senior Loan and Security Agreement (Appdynamics Inc), Senior Loan and Security Agreement (Appdynamics Inc)

Encumbrance. Create, incur, allow, or suffer any Lien on any of its property, or assign or convey any right to receive income, including the sale of any Accounts, or permit any of its Subsidiaries to do so, except for Permitted Liens, or permit any Collateral not to be subject to the first priority security interest granted herein (except for Permitted LiensLiens that are permitted to have superior priority to Bank’s Lien under this Agreement), or enter into any agreement, document, instrument or other arrangement (except with or in favor of Collateral Agent, for the ratable benefit of the Secured PartiesBank) with any Person which directly or indirectly prohibits or has the effect of prohibiting Borrower, Borrower or any of its Subsidiaries, Subsidiary from assigning, mortgaging, pledging, granting a security interest in or upon, or encumbering any of Borrower’s or such any Subsidiary’s Intellectual Property, except as is otherwise permitted in Section 7.1 hereof and the definition of “Permitted Liens” herein.

Appears in 2 contracts

Samples: Loan and Security Agreement (Instructure Inc), Loan and Security Agreement (Instructure Inc)

Encumbrance. Create, incur, allow, or suffer any Lien on any of its property, or assign or convey any right to receive income, including the sale of any Accounts, or permit any of its Subsidiaries to do so, except for Permitted Liens, or permit any Collateral not to be subject to the first priority security interest granted herein (except for Permitted Liens), or enter into any agreement, document, instrument or other arrangement (except with or in favor of Collateral Agent, for the ratable benefit of the Secured PartiesLenders) with any Person which directly or indirectly prohibits or has the effect of prohibiting Borrower, or any of its Subsidiaries, from assigning, mortgaging, pledging, granting a security interest in or upon, or encumbering any of Borrower’s or such Subsidiary’s Intellectual Property, except as is otherwise permitted in Section 7.1 hereof and the definition of except for “Permitted Liens”.

Appears in 1 contract

Samples: Loan and Security Agreement (Codexis, Inc.)

Encumbrance. Create, incur, allow, or suffer any Lien on any of its property, or assign or convey any right to receive income, including the sale of any Accounts, or permit any of its Subsidiaries to do so, except for Permitted Liens, or permit any Collateral not to be subject to the first priority security interest granted herein (except for subject only to Permitted LiensLiens that may have superior priority to Lender’s Lien under this Agreement), or enter into any agreement, document, instrument or other arrangement (except with or in favor of Collateral Agent, for the ratable benefit of the Secured PartiesLender) with any Person which directly or indirectly prohibits or has the effect of prohibiting Borrower, Borrower or any of its Subsidiaries, Subsidiary from assigning, mortgaging, pledging, granting a security interest in or upon, or encumbering any of Borrower’s or such any Subsidiary’s Intellectual Property, except as is otherwise permitted in Section 7.1 hereof and the definition of “Permitted Liens” herein.

Appears in 1 contract

Samples: Loan and Security Agreement (Interpace Biosciences, Inc.)

Encumbrance. Create, incur, allow, or suffer any Lien on any of its property, or assign or convey any right to receive income, including the sale of any Accounts, or permit any of its Subsidiaries to do so, except for Permitted Liens, or permit any Collateral not to be subject to the first priority security interest granted herein (except for Permitted Liens), or enter into any agreement, document, instrument or other arrangement (except with or in favor of Collateral Agent, for the ratable benefit of the Secured PartiesLenders) with any Person which directly or indirectly prohibits or has the effect of prohibiting Borrower, or any of its Subsidiaries, from assigning, mortgaging, pledging, granting a security interest securityinterest in or upon, or encumbering any of Borrower’s or such Subsidiary’s Intellectual Property, except as is otherwise permitted in Section 7.1 hereof and the definition of “Permitted Liens”.

Appears in 1 contract

Samples: Subordinated Business Loan and Security Agreement (Banzai International, Inc.)

Encumbrance. Create, incur, allow, or suffer any Lien on any of its property, property or assign or convey any right to receive income, including the sale of any Accounts, or permit any of its Subsidiaries to do so, except for Permitted Liens, or permit any Collateral not to be subject to the first priority security interest granted herein (except for such purchase money Liens under clause (c) of the definition of “Permitted Liens), or enter into any agreement, document, instrument or other arrangement (except with or in favor of Collateral Agent, for the ratable benefit of the Secured PartiesBank) with any Person which directly or indirectly prohibits or has the effect of prohibiting Borrower, Borrower or any of its Subsidiaries, Subsidiary from assigning, mortgaging, pledging, granting a security interest in or upon, or encumbering any of Borrower’s or such any Subsidiary’s Intellectual Property, except as is otherwise permitted in Section 7.1 hereof and the definition of “Permitted Liens” herein.

Appears in 1 contract

Samples: Loan and Security Agreement (Infinity Oil & Gas Co)

Encumbrance. Create, incur, allow, or suffer any Lien on any of its property, or assign or convey any right to receive income, including the sale of any Accounts, or permit any of its Subsidiaries to do so, except for Permitted Liens, or permit any Collateral not to be subject to the first priority security interest granted herein (except for subject to Permitted LiensLiens that are permitted to have superior priority to Bank’s Lien), or enter into any agreement, document, instrument or other arrangement (except with or in favor of Collateral Agent, for the ratable benefit of the Secured PartiesBank) with any Person which directly or indirectly prohibits or has the effect of prohibiting Borrower, Borrower or any of its Subsidiaries, Subsidiary from assigning, mortgaging, pledging, granting a security interest in or upon, or encumbering any of Borrower’s or such any Subsidiary’s Intellectual Propertyintellectual property, except as is otherwise permitted in Section 7.1 hereof and the definition of “Permitted Liens” herein.

Appears in 1 contract

Samples: Loan and Security Agreement (Exa Corp)

Encumbrance. Create, incur, allow, or suffer any Lien on any of its property, property or assign or convey any right to receive income, including the sale of any Accounts, or permit any of its Subsidiaries (other than Fxxxx or any Subsidiary of Fxxxx, for which this Section 7.5 shall be inapplicable) to do so, except for Permitted Liens, or permit any Collateral not to be subject to the first priority security interest granted herein (except for Permitted Liens)herein, or enter into any agreement, document, instrument or other arrangement (except with or in favor of Collateral Agent, for the ratable benefit of the Secured PartiesLender) with any Person which directly or indirectly prohibits or has the effect of prohibiting Borrower, Borrower or any of its Subsidiaries, Subsidiary from assigning, mortgaging, pledging, granting a security interest in or upon, or encumbering any of Borrower’s or such any Subsidiary’s Intellectual Property, except as is otherwise permitted in Section 7.1 hereof and the definition of “Permitted Liens” herein.

Appears in 1 contract

Samples: Loan and Security Agreement (Real Goods Solar, Inc.)

Encumbrance. Create, incur, allow, or suffer any Lien on any of its property, or assign or convey any right to receive income, including the sale of any Accounts, or permit any of its Subsidiaries to do so, except for Permitted Liens, or permit any Collateral not to be subject to the first priority security interest granted herein (except for Permitted Liens), or enter into any agreement, document, instrument or other arrangement (except with or in favor of Collateral Agent, for the ratable benefit of the Secured PartiesLenders) with any Person which directly or indirectly prohibits or has the effect of prohibiting Borrower, or any of its Subsidiaries, from assigning, mortgaging, pledging, granting a security interest securityinterest in or upon, ,or encumbering any of Borrower’s or such Subsidiary’s Intellectual Property, except as is otherwise permitted in Section 7.1 hereof and the definition of “Permitted Liens”.

Appears in 1 contract

Samples: Subordinated Business Loan and Security Agreement (Banzai International, Inc.)

Encumbrance. Create, incur, allow, or suffer any Lien on any of its property, or assign or convey any right to receive income, including the sale of any Accounts, or permit any of its Subsidiaries to do so, except for Permitted Liens, or permit any Collateral not to be subject to the first priority security interest granted herein (except for Permitted Lienssubject to Liens that are permitted to have superior priority to Bank’s Lien under this Agreement), or enter into any agreement, document, instrument or other arrangement (except with or in favor of Collateral Agent, for the ratable benefit of the Secured PartiesBank) with any Person which directly or indirectly prohibits or has the effect of prohibiting Borrower, any Borrower or any of its Subsidiaries, Subsidiary from assigning, mortgaging, pledging, granting a security interest in or upon, or encumbering any of the Collateral or any of such Borrower’s or such any Subsidiary’s Intellectual Property, except as is otherwise permitted in Section 7.1 hereof and the definition of “Permitted Liens” herein.

Appears in 1 contract

Samples: Loan and Security Agreement (Aviat Networks, Inc.)

Encumbrance. Create, incur, allow, or suffer any Lien on any of its property, or assign or convey any right to receive income, including the sale of any Accounts, or permit any of its Subsidiaries to do so, except for Permitted Liens, or permit any Collateral not to be subject to the first priority security interest granted herein (except for subject to Permitted LiensLiens that are permitted to have priority over Bank’s Liens hereunder), or enter into any agreement, document, instrument or other arrangement (except with or in favor of Collateral Agent, for the ratable benefit of the Secured PartiesBank) with any Person which directly or indirectly prohibits or has the effect of prohibiting Borrower, Borrower or any of its Subsidiaries, Subsidiary from assigning, mortgaging, pledging, granting a security interest in or upon, or encumbering any of Borrower’s or such any Subsidiary’s Intellectual Property, except as is otherwise permitted in Section 7.1 hereof of this Agreement and the definition of “Permitted Liens” herein.

Appears in 1 contract

Samples: Subordinated Loan and Security Agreement (Rapid7 Inc)

Encumbrance. (a) Create, incur, allow, or suffer any Lien on any of its property, or assign or convey any right to receive income, including the sale of any Accounts, or permit any of its Subsidiaries to do so, except for Permitted LiensLiens and non-exclusive licenses or distribution rights permitted under Section 7.1, or (b) permit any Collateral not to be subject to the first priority security interest granted herein (except for Permitted Liens)herein, or (c) enter into any agreement, document, instrument or other arrangement (except with or in favor of Collateral Agent, for the ratable benefit of the Secured Parties) with any Person which directly or indirectly prohibits or has the effect of prohibiting Borrower, Borrower or any of its Subsidiaries, Subsidiary from assigning, mortgaging, pledging, granting a security interest in or upon, or (d) encumbering any of Borrower’s or such any Subsidiary’s Intellectual Property, except as is otherwise permitted in Section 7.1 hereof and the definition of “Permitted Liens” herein.

Appears in 1 contract

Samples: Loan and Security Agreement (AxoGen, Inc.)

Encumbrance. Create, incur, allow, or suffer any Lien on any of its property, or assign or convey any right to receive income, including the sale of any Accounts, or permit any of its Subsidiaries to do so, except for Permitted Liens, or permit any Collateral not to be subject to the first priority security interest granted herein (except for Permitted Lienswith respect to the HRP Liens that are senior in priority in accordance with the Intercreditor Agreement), or enter into any agreement, document, instrument or other arrangement (except with or in favor of Collateral Agent, for the ratable benefit of the Secured PartiesBank) with any Person which directly or indirectly prohibits or has the effect of prohibiting Borrower, Borrower or any of its Subsidiaries, Subsidiary from assigning, mortgaging, pledging, granting a security interest in or upon, or encumbering any of Borrower’s or such any Subsidiary’s Intellectual PropertyProperty in favor of Bank, except as is otherwise permitted in Section 7.1 hereof and the definition of “Permitted Liens” herein and except for the HRP Loan Documents.

Appears in 1 contract

Samples: Loan Agreement (Invuity, Inc.)

Encumbrance. Create, incur, allow, or suffer any Lien on any of its property, or assign or convey any right to receive income, including the sale of any Accounts, or permit any of its Subsidiaries to do so, except for Permitted Liens, or permit any Collateral not to be subject to the first priority security interest granted herein (except for Permitted LiensLiens that are permitted by the terms of this agreement to have priority to Agent’s Lien), or enter into any agreement, document, instrument or other arrangement (except with or in favor of Collateral Agent, for the ratable benefit of the Secured Parties) with any Person which directly or indirectly prohibits or has the effect of prohibiting Borrower, Borrower or any of its Subsidiaries, Subsidiary from assigning, mortgaging, pledging, granting a security interest in or upon, or encumbering any of Borrower’s or such any Subsidiary’s Intellectual Property, except as is otherwise permitted in Section 7.1 hereof and the definition of “Permitted Liens” herein.

Appears in 1 contract

Samples: Loan and Security Agreement (Tetraphase Pharmaceuticals Inc)

Encumbrance. Create, incur, allow, or suffer any Lien on any of its property, or assign or convey any right to receive income, including the sale of any Accounts, or permit any of its Subsidiaries to do so, except for Permitted Liens, or permit any Collateral not to be subject to the first priority security interest granted herein (herein, except for Permitted Liens)Liens that are permitted to have superior priority to Bank’s Lien in this Agreement, or enter into any agreement, document, instrument or other arrangement (except with or in favor of Collateral Agent, for the ratable benefit of the Secured PartiesBank) with any Person which directly or indirectly prohibits or has the effect of prohibiting Borrower, Borrower or any of its Subsidiaries, Subsidiary from assigning, mortgaging, pledging, granting a security interest in or upon, or encumbering any of Borrower’s or such any Subsidiary’s Intellectual PropertyProperty in favor of Bank, except as is otherwise permitted in Section 7.1 hereof and the definition of “Permitted Liens” herein.

Appears in 1 contract

Samples: Loan and Security Agreement (Jive Software, Inc.)

Encumbrance. Create, incur, allow, or suffer any Lien on any of its property, or assign or convey any right to receive income, including the sale of any Accounts, or permit any of its Subsidiaries to do so, except for Permitted Liens, or permit any Collateral not to be he subject to the first priority security interest granted herein (except for subject to Permitted Liens that are permitted to have priority over Bank’s Liens), or enter into any agreement, document, instrument or other arrangement (except with or in favor of Collateral Agent, for the ratable benefit of the Secured PartiesBank) with any Person which directly or indirectly prohibits or has the effect of prohibiting Borrower, Borrower or any of its Subsidiaries, Subsidiary from assigning, mortgaging, pledging, granting a security interest in or upon, or encumbering any of Borrower’s or such any Subsidiary’s Intellectual Propertyintellectual property, except as is otherwise permitted in Section 7.1 hereof and the definition of “Permitted Liens” herein.

Appears in 1 contract

Samples: Loan and Security Agreement (Everyday Health, Inc.)

Encumbrance. Create, incur, allow, or suffer any Lien on any of its property, or assign or convey any right to receive income, including the sale of any Accounts, or permit any of its Subsidiaries to do so, except for Permitted Liens, or permit any Collateral not to be subject to the first priority security interest granted herein (except for other than with respect to Permitted LiensLiens that are permitted to have superior priority to Bank’s Lien), or enter into any agreement, document, instrument or other arrangement (except with or in favor of Collateral Agent, for the ratable benefit of the Secured PartiesBank) with any Person which directly or indirectly prohibits or has the effect of prohibiting Borrower, Borrower or any of its Subsidiaries, Subsidiary from assigning, mortgaging, pledging, granting a security interest in or upon, or encumbering any of Borrower’s or such any Subsidiary’s Intellectual Propertyintellectual property, except as is otherwise permitted in Section 7.1 hereof and the definition of “Permitted Liens” herein.

Appears in 1 contract

Samples: Loan and Security Agreement (Ulthera Inc)

Encumbrance. Create, incur, allow, or suffer any Lien on any of its property, or assign or convey any right to receive income, including the sale of any Accounts, or permit any of its Subsidiaries to do so, except for Permitted Liens, or permit any Collateral not to be subject to the first priority security interest granted herein (except for Permitted LiensLiens which are permitted to have a priority senior to that of Bank), or enter into any agreement, document, instrument or other arrangement (except with or in favor of Collateral Agent, for the ratable benefit of the Secured PartiesBank) with any Person which directly or indirectly prohibits or has the effect of prohibiting Borrower, Borrower or any of its Subsidiaries, Subsidiary from assigning, mortgaging, pledging, granting a security interest in or upon, or encumbering any of Borrower’s or such any Subsidiary’s Intellectual Property, except as is otherwise permitted in Section 7.1 hereof and the definition of “Permitted Liens” herein.

Appears in 1 contract

Samples: Loan and Security Agreement (Intersect ENT, Inc.)

Encumbrance. Create, incur, allow, or suffer any Lien on any of its property, or assign or convey any right to receive income, including the sale of any Accounts, or permit any of its Subsidiaries to do so, except for Permitted Liens, or permit any Collateral not to be subject to the first priority security interest granted herein (except for subject to Liens described in clause (c) of the definition of “Permitted Liens,” if any), or enter into any agreement, document, instrument or other arrangement (except with or in favor of Collateral Agent, for the ratable benefit of the Secured PartiesBank) with any Person which directly or indirectly prohibits or has the effect of prohibiting Borrower, Borrower or any of its Subsidiaries, Subsidiary from assigning, mortgaging, pledging, granting a security interest in or upon, or encumbering any of Borrower’s or such any Subsidiary’s Intellectual Property, except as is otherwise permitted in Section 7.1 hereof and the definition of “Permitted Liens” herein.

Appears in 1 contract

Samples: Loan and Security Agreement (1Life Healthcare Inc)

Encumbrance. Create, incur, allow, or suffer to exist any Lien on any of its property, or assign or convey any right to receive income, including the sale of any Accounts, or permit any of its Subsidiaries to do so, except for Permitted Liens, or permit any Collateral not to be subject to the first priority security interest granted herein (except for Permitted LiensLiens that have priority over Bank's Lien as a matter of law), or enter into any agreement, document, instrument or other arrangement (except with or in favor of Collateral Agent, for the ratable benefit of the Secured PartiesBank) with any Person which directly or indirectly prohibits or has the effect of prohibiting Borrower, Borrower or any of its Subsidiaries, Subsidiary from assigning, mortgaging, pledging, granting a security interest in or upon, or encumbering any of Borrower’s or such any Subsidiary’s Intellectual Property, except as is otherwise permitted in Section 7.1 6.1 hereof and the definition of “Permitted Liens” herein.

Appears in 1 contract

Samples: Loan and Security Agreement (Airgain Inc)

Encumbrance. Create, incur, allow, or suffer any Lien on any of its property, or assign or convey any right to receive income, including the sale of any Accounts, or permit any of its Subsidiaries to do so, except for Permitted Liens, or permit any Collateral not to be subject to the first priority security interest granted herein (except for Permitted Liens), or enter into any agreement, document, instrument or other arrangement (except with or in favor of Collateral Agent, for the ratable benefit of the Secured PartiesLenders) with any Person which directly or indirectly prohibits or has the effect of prohibiting Borrower, or any of its Subsidiaries, from assigning, mortgaging, pledging, granting a security interest in or upon, or encumbering any of Borrower’s or such Subsidiary’s Intellectual Property, except as is otherwise permitted in Section 7.1 hereof and the definition of “Permitted Liens” herein.

Appears in 1 contract

Samples: Loan and Security Agreement (4D Pharma PLC)