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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 that are permitted by the terms of this agreement to have priority to Collateral Agent’s and Lenders’ Lien), or enter into any agreement, document, instrument or other arrangement (except with or in favor of Collateral Agent and Lenders) with any Person which directly or indirectly prohibits or has the effect of prohibiting Borrower or any Subsidiary from assigning, mortgaging, pledging, granting a security interest in or upon, or encumbering any of Borrower’s or any Subsidiary’s Intellectual Property, except as is otherwise permitted in Section 7.1 hereof and the definition of “Permitted Liens” herein.

Appears in 3 contracts

Samples: Loan and Security Agreement (Anacor Pharmaceuticals, Inc.), Loan and Security Agreement (Anacor Pharmaceuticals Inc), Loan and Security Agreement (Supernus Pharmaceuticals 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, in each case as to the foregoing except for Permitted Liens, or permit any Collateral not to be subject to the first priority security interest granted herein (except for herein, other than Permitted Liens that are permitted by the terms of this agreement to have priority to Collateral Agent’s and Lenders’ Lien)Liens, or enter into any agreement, document, instrument or other arrangement (except with or in favor of Collateral Agent and LendersBank) with any Person which directly or indirectly prohibits or has the effect of prohibiting Borrower or any Subsidiary from assigning, mortgaging, pledging, granting a security interest in or upon, or encumbering any of Borrower’s or 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 3 contracts

Samples: Loan and Security Agreement (SI-BONE, Inc.), Loan and Security Agreement (SI-BONE, Inc.), Loan and Security Agreement (SI-BONE, 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 be subject to the first priority security interest granted herein (herein, except for Permitted Liens that are permitted by the terms of this agreement to have priority to Collateral Agent’s and Lenders’ Lien)Liens, or (c) enter into any agreement, document, instrument or other arrangement (except with or in favor of Collateral Agent and LendersBank) with any Person which directly or indirectly prohibits or has the effect of prohibiting Borrower or any Subsidiary from assigning, mortgaging, pledging, granting a security interest in or upon, or encumbering any of Borrower’s or any Subsidiary’s Intellectual Property, except as is otherwise (i) in connection with transactions which are permitted in Section 7.1 hereof and the definition of “Permitted Liens” herein, (ii) pursuant to a merger agreement where all Obligations will be repaid in full upon the closing of such merger agreement, and (iii) in connection with in-licensed Intellectual Property with respect to such Intellectual Property.

Appears in 3 contracts

Samples: Loan and Security Agreement (Xactly Corp), Mezzanine Loan and Security Agreement (Xactly Corp), Loan and Security Agreement (Xactly Corp)

Encumbrance. Create, incur, allow, or suffer any Lien on any of its propertythe Collateral, 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 (subject to Permitted Liens) granted herein (except for Permitted Liens that are permitted by the terms of this agreement to have priority to Collateral Agent’s and Lenders’ Lien)herein, or enter into any agreement, document, instrument or other arrangement (except with or in favor of Collateral Agent and LendersBank) with any Person which directly or indirectly prohibits or has the effect of prohibiting Borrower or any Subsidiary from assigning, mortgaging, pledging, granting a security interest in or upon, or encumbering any of Borrower’s or any Subsidiary’s Intellectual Property, except as is otherwise permitted in Section 7.1 hereof and the definition of “Permitted Liens” herein.

Appears in 3 contracts

Samples: Loan and Security Agreement (Cornerstone OnDemand Inc), Loan and Security Agreement (Cornerstone OnDemand Inc), Loan and Security Agreement (Cornerstone OnDemand Inc)

Encumbrance. Create, incur, allow, or suffer any Lien on any of its propertyproperty (except for Permitted Liens), 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 that are permitted by the terms of this agreement to have priority to Collateral Agent’s and Lenders’ LienLiens), or enter into any agreement, document, instrument or other arrangement (except with or in favor of Collateral Agent and LendersBank) with any Person which directly or indirectly prohibits or has the effect of prohibiting Borrower or any Subsidiary from assigning, mortgaging, pledging, granting a security interest in or upon, or encumbering any of Borrower’s or any Subsidiary’s Intellectual Property, except as is otherwise permitted in Section 7.1 hereof and the definition of “Permitted Liens” herein.

Appears in 3 contracts

Samples: Loan and Security Agreement, Loan and Security Agreement (Miragen Therapeutics, Inc.), Loan and Security Agreement (Signal Genetics, 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 which Collateral may be subject to Permitted Liens that are permitted by the terms of this agreement to have priority to Collateral Agent’s and Lenders’ LienLiens), or enter into any agreement, document, instrument or other arrangement (except with or in favor of Collateral Agent and for the benefit of Lenders) with any Person which directly or indirectly prohibits or has the effect of prohibiting Borrower or any Subsidiary from assigning, mortgaging, pledging, granting a security interest in or upon, or encumbering any of Borrower’s or 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 (Chimerix Inc), Loan and Security Agreement (Chimerix 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 (including any Immaterial Subsidiary) to do so, except for Permitted Liens, or (b) permit any Collateral not to be subject to the first priority security interest granted herein (except for Permitted Liens that are permitted by the terms of this agreement to have priority to Collateral Agent’s and Lenders’ Lien)herein, or (c) enter into any agreement, document, instrument or other arrangement (except with or in favor of Collateral Agent and LendersBank) with any Person which directly or indirectly prohibits or has the effect of prohibiting Borrower or any Subsidiary (including any Immaterial Subsidiary) from assigning, mortgaging, pledging, granting a security interest in or upon, or encumbering any of Borrower’s or any such 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, Loan and Security Agreement (Tenable Holdings, 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 to the extent any Permitted Liens that are may have a superior priority to Bank’s Lien as permitted by the terms of this agreement to have priority to Collateral Agent’s and Lenders’ LienAgreement), or enter into any agreement, document, instrument or other arrangement (except with or in favor of Collateral Agent and LendersBank) with any Person which directly or indirectly prohibits or has the effect of prohibiting Borrower or any Subsidiary from assigning, mortgaging, pledging, granting a security interest in or upon, or encumbering any of Borrower’s or any Subsidiary’s Intellectual Property, except as is otherwise permitted in Section 7.1 hereof 6.1 and the definition of “Permitted Liens” herein.

Appears in 2 contracts

Samples: Loan and Security Agreement (Ceribell, Inc.), Loan and Security Agreement (Ceribell, 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 be subject to the first priority security interest granted herein (herein, except for Permitted Liens that are permitted by the terms of this agreement to have priority to Collateral Agent’s and Lenders’ Lien)Liens, or (iii) enter into any agreement, document, instrument or other arrangement (except with or in favor of Collateral Agent and LendersBank) with any Person which directly or indirectly prohibits or has the effect of prohibiting Borrower or any Subsidiary from assigning, mortgaging, pledging, granting a security interest in or upon, or encumbering any of Borrower’s or any Subsidiary’s Intellectual Property, except as is pursuant to transactions that are otherwise permitted in Section 7.1 hereof and the definition of “Permitted Liens” herein.

Appears in 2 contracts

Samples: Loan and Security Agreement (TrueCar, Inc.), Loan and Security Agreement (TrueCar, 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 except, in each case, for Permitted Liens, or permit any Collateral not to be subject to the first priority security interest granted herein (except for subject to Permitted Liens that are permitted by the terms of this agreement to have priority to Collateral Agent’s and Lenders’ LienLiens), or enter into any agreement, document, instrument or other arrangement (except with or in favor of Collateral Agent and LendersBank) with any Person which directly or indirectly prohibits or has the effect of prohibiting Borrower or any Subsidiary from assigning, mortgaging, pledging, granting a security interest in or upon, or encumbering any of Borrower’s or 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 (Spruce Biosciences, Inc.), Loan and Security Agreement (Spruce 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 (subject only to Liens securing the Senior Debt) security interest granted herein (except for Permitted Liens that are permitted by the terms of this agreement to have priority to Collateral Agent’s and Lenders’ Lien)herein, or enter into any agreement, document, instrument or other arrangement (except with or in favor of Collateral Agent and LendersPurchasers) with any Person which directly or indirectly prohibits or has the effect of prohibiting Borrower or any Subsidiary from assigning, mortgaging, pledging, granting a security interest in or upon, or encumbering any of Borrower’s or 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: Note Purchase Agreement (Global Telecom & Technology, Inc.), Note Purchase Agreement (Global Telecom & Technology, 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 subject to Permitted Liens that are permitted by the terms of this agreement to have priority to Collateral Agent’s and Lenders’ Lienby operation of law), or enter into any agreement, document, instrument or other arrangement (except with or in favor of Collateral Agent and LendersBank) with any Person which directly or indirectly prohibits or has the effect of prohibiting Borrower or any Subsidiary from assigning, mortgaging, pledging, granting a security interest in or upon, or encumbering any of Borrower’s or 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 2 contracts

Samples: Loan and Security Agreement (Enernoc Inc), Loan and Security Agreement (Enernoc 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 that are permitted by the terms of this agreement to may have priority to Collateral Agent’s and Lenders’ Lien)as expressly permitted in this Agreement, or enter into any agreement, document, instrument or other arrangement (except with or in favor of Collateral Agent and LendersBank) with any Person which directly or indirectly prohibits or has the effect of prohibiting Borrower or any Subsidiary from assigning, mortgaging, pledging, granting a security interest in or upon, or encumbering any of Borrower’s or 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 (Adaptive Insights Inc), Loan and Security Agreement (Adaptive Insights 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 Liens that are permitted by the terms of this agreement to have priority to Collateral Agent’s and Lenders’ Lien)herein. Neither Borrower shall sell, transfer, assign, mortgage, pledge, lease, grant a security interest in, or encumber, or enter into any agreement, document, instrument or other arrangement (except with or in favor of Collateral Agent and LendersAgent) with any Person which directly or indirectly prohibits or has the effect of prohibiting a Borrower or any Subsidiary from selling, transferring, assigning, mortgaging, pledging, leasing, granting a security interest in or upon, or encumbering any of a Borrower’s or 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 2 contracts

Samples: Loan and Security Agreement (Alphatec Holdings, Inc.), Loan and Security Agreement (Alphatec Holdings, 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 Liens that are permitted by the terms of this agreement to have priority to Collateral Agent’s and Lenders’ Lien)herein, or enter into any agreement, document, instrument or other arrangement (except with or in favor of Collateral Agent and Agent, for the ratable benefit of the Lenders) with any Person which directly or indirectly prohibits or has the effect of prohibiting Borrower or any Subsidiary from assigning, mortgaging, pledging, granting a security interest in or upon, or encumbering any of Borrower’s or 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 2 contracts

Samples: Loan and Security Agreement (AVROBIO, Inc.), Loan and Security Agreement (Inmune Bio, 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 except, in each case, for Permitted Liens, or and permit any Collateral not to be subject to the first priority security interest granted herein (herein, except for Permitted Liens that are permitted by the terms of this agreement to have priority to Collateral Agent’s and Lenders’ Lien)Liens, or enter into any agreement, document, instrument or other arrangement (except with or in favor of Collateral Agent and LendersBank) with any Person which directly or indirectly prohibits or has the effect of prohibiting Borrower or any Subsidiary from assigning, mortgaging, pledging, granting a security interest in or upon, or encumbering any of Borrower’s or any Subsidiary’s Intellectual Propertyintellectual property, except as is with respect to transactions otherwise permitted in Section 7.1 hereof and the definition of “with respect to transactions that are subject to a Permitted Liens” hereinLien.

Appears in 2 contracts

Samples: Loan and Security Agreement (Solta Medical Inc), Loan and Security Agreement (Solta Medical 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, property 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 that are permitted by pursuant to the terms of this agreement Agreement to have superior priority to Collateral AgentBank’s and Lenders’ Lien), Lien under this Agreement) or enter into any agreement, document, instrument or other arrangement (except with or in favor of Collateral Agent and LendersBank) with any Person which directly or indirectly prohibits or has the effect of prohibiting such Borrower or any Subsidiary required to become a Borrower hereunder from assigning, mortgaging, pledging, granting a security interest in or upon, or encumbering any of such Borrower’s or 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 2 contracts

Samples: Loan and Security Agreement (Outbrain Inc.), Loan and Security Agreement (Outbrain 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 that are permitted by the terms in favor of this agreement to have priority to Collateral Agent’s and Lenders’ Lien)Bank, or enter into any agreement, document, instrument or other arrangement (except with or in favor of Collateral Agent and LendersBank) with any Person which directly or indirectly prohibits or has the effect of prohibiting Borrower or any Subsidiary from assigning, mortgaging, pledging, granting a security interest in Lien in, over or upon, or encumbering any of Borrower’s or 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 2 contracts

Samples: Loan and Security Agreement, Loan and Security Agreement (Alimera Sciences 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 Liens that are permitted by the terms of this agreement to have priority to Collateral Agent’s and Lenders’ Lien)herein, or enter into any agreement, document, instrument or other arrangement (except with or in favor of Collateral Agent and LendersBank) with any Person which directly or indirectly prohibits or has the effect of prohibiting Borrower or any Subsidiary from assigning, mortgaging, pledging, granting a security interest in or upon, or encumbering any of Borrower’s or any Subsidiary’s Intellectual Propertyintellectual property, except as is otherwise permitted in Section 7.1 hereof and the definition of “Permitted LiensLien” herein.. Notwithstanding the foregoing, the covenants of this Section 7.5 shall not apply to Tempress Systems, Inc. and Subsidiaries of Tempress Systems, Inc.

Appears in 2 contracts

Samples: Loan and Security Agreement (Amtech Systems Inc), Loan and Security Agreement (Amtech Systems 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 purchase money Liens permitted under clause (c) of the definition of Permitted Liens that are permitted by the terms of this agreement to have priority to Collateral Agent’s and Lenders’ LienLiens), or enter into any agreement, document, instrument or other arrangement (except with or in favor of Collateral Agent and Lenders) with any Person which directly or indirectly prohibits or has the effect of prohibiting Borrower or any Subsidiary from assigning, mortgaging, pledging, granting a security interest in or upon, or encumbering any of Borrower’s or 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: Subordinated Loan and Security Agreement (Roku, Inc), Subordinated Loan and Security Agreement (Roku, 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 that are permitted by the terms of this agreement to have priority to Collateral Agent’s and Lenders’ Lien)herein, or enter into any agreement, document, instrument or other arrangement (except with or in favor of Collateral Agent Bank and LendersLiens described in clause (c) of Permitted Liens) with any Person which directly or indirectly prohibits or has the effect of prohibiting Borrower or any Subsidiary from assigning, mortgaging, pledging, granting a security interest in or upon, or encumbering any of Borrower’s or 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 (Clearside Biomedical, Inc.), Loan and Security Agreement (Clearside Biomedical, Inc.)

Encumbrance. CreateBorrower shall not, without Bank’s prior written consent, 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 that are permitted by the terms of this agreement to have priority to Collateral Agent’s and Lenders’ Lien)herein, or enter into any agreement, document, instrument or other arrangement (except with or in favor of Collateral Agent and LendersBank) with any Person which directly or indirectly prohibits or has the effect of prohibiting Borrower or any Subsidiary from assigning, mortgaging, pledging, granting a security interest in or upon, or encumbering any of Borrower’s or 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 2 contracts

Samples: Loan and Security Agreement (Mobitv Inc), Loan and Security Agreement (Mobitv 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 Liens described in clause (c) of the definition of Permitted Liens that are permitted by the terms of this agreement to have priority to Collateral Agent’s and Lenders’ Lien)Liens, or enter into any agreement, document, instrument or other arrangement (except with or in favor of Collateral Agent and LendersBank) with any Person which directly or indirectly prohibits or has the effect of prohibiting Borrower or any Subsidiary from assigning, mortgaging, pledging, granting a security interest in or upon, or encumbering any of Borrower’s or 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 (Ariosa Diagnostics, Inc.), Loan and Security Agreement (Ariosa Diagnostics, 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 which Collateral may be subject to Permitted Liens that are permitted by the terms of this agreement to have priority to Collateral Agent’s and Lenders’ LienLiens), or enter into any agreement, document, instrument or other arrangement (except with or in favor of Collateral Agent and LendersBank) with any Person which directly or indirectly prohibits or has the effect of prohibiting Borrower or any Subsidiary from assigning, mortgaging, pledging, granting a security interest in or upon, or encumbering any of Borrower’s or any Subsidiary’s Intellectual PropertyProperty in favor of Bank, except as is otherwise permitted in Section 7.1 6.1 hereof and the definition of “Permitted Liens” herein.

Appears in 2 contracts

Samples: Loan and Security Agreement (Ibotta, Inc.), Loan and Security Agreement (Ibotta, 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 that are permitted by or the terms of this agreement to have priority to Collateral Agent’s and Lenders’ Lien)charges granted under the Debentures, or enter into any agreement, document, instrument or other arrangement (except with or in favor of Collateral Agent and Agent, for the ratable benefit of the Lenders) with any Person which directly or indirectly prohibits or has the effect of prohibiting Borrower or any Subsidiary from assigning, mortgaging, pledging, granting a security interest in or upon, or encumbering any of Borrower’s or 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 (Eloxx 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 LiensLiens and exclusive licenses permitted under Section 7.1, or 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 that are permitted by the terms of this agreement to have priority to Collateral Agent’s and Lenders’ LienLiens), or enter into any agreement, document, instrument or other arrangement (except with or in favor of Collateral Agent and LendersAgent) with any Person which directly or indirectly prohibits or has the effect of prohibiting Borrower or any Subsidiary from assigning, mortgaging, pledging, granting a security interest in or upon, or encumbering any of Borrower’s or 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 (Cryocor 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 Liens that are permitted by and under the terms of this agreement to have priority to Collateral Agent’s and Lenders’ Lien)ISR Debentures, or enter into any agreement, document, instrument or other arrangement (except with or in favor of Collateral Agent and LendersBank) with any Person which directly or indirectly prohibits or has the effect of prohibiting Borrower or any Subsidiary from assigning, mortgaging, pledging, granting a security interest in or upon, or encumbering any of Borrower’s or 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 (Beamr Imaging Ltd.)

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 that are permitted by or, in the terms case of this agreement to have priority to Collateral Agent’s and Lenders’ LienEMEA, granted under the Debenture), or enter into any agreement, document, instrument or other arrangement (except with or in favor of Collateral Agent and LendersBank) with any Person which directly or indirectly prohibits or has the effect of prohibiting Borrower or any Subsidiary from assigning, mortgaging, pledging, granting a security interest in or upon, or encumbering any of Borrower’s or any Subsidiary’s Intellectual Property, except as is otherwise permitted in Section 7.1 hereof and the definition of “Permitted Liens” herein.” and inserting in lieu thereof the following: “

Appears in 1 contract

Samples: Loan Modification Agreement

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 that are permitted by the terms of this agreement to have priority to Collateral Agent’s and Lenders’ Lien)herein, or enter into any agreement, document, instrument or other arrangement (except with or in favor of Collateral Agent and LendersAgent, for the ratable benefit of the Lenders or pursuant to the Senior Loan Documents) with any Person which directly or indirectly prohibits or has the effect of prohibiting Borrower or any Subsidiary from assigning, mortgaging, pledging, granting a security interest in or upon, or encumbering any of Borrower’s or any Subsidiary’s Intellectual Property, except (i) customary restrictions on assignment in any license agreement where Borrower or Subsidiary is the licensee (and not the licensor) and (ii) as is otherwise permitted in Section 7.1 hereof and the definition of “Permitted Liens” herein.

Appears in 1 contract

Samples: Mezzanine Loan and Security Agreement (Velo3D, 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, in each case 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 that are permitted by pursuant to the terms of this agreement Agreement to have superior priority to Collateral AgentLender’s and Lenders’ LienLien under this Agreement), ; or enter into any agreement, document, instrument or other arrangement (except with or in favor of Collateral Agent and LendersLender) with any Person which directly or indirectly prohibits or has the effect of prohibiting Borrower or any Subsidiary from assigning, mortgaging, pledging, granting a security interest in or upon, or encumbering any of Borrower’s or 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 (Augmedix, Inc.)

Encumbrance. Create, incur, allow, or suffer any Lien on any of its propertythe Collateral, including at all times the Springing Collateral, 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 that are permitted by the terms of this agreement to have priority to Collateral Agent’s and Lenders’ Lien)Liens, or enter into any agreement, document, instrument or other arrangement (except with or in favor of Collateral Agent and LendersBank) with any Person which directly or indirectly prohibits or has the effect of prohibiting Borrower or any Subsidiary from assigning, mortgaging, pledging, granting a security interest in or upon, or encumbering any of the Collateral and Borrower’s or 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 (TerraVia Holdings, 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 provided, however, the Collateral may also be subject to Permitted Liens that are permitted by the terms of this agreement to have priority to Collateral Agent’s and Lenders’ LienLiens), or enter into any agreement, document, instrument or other arrangement (except with or in favor of Collateral Agent and LendersBank) with any Person which directly or indirectly prohibits or has the effect of prohibiting Borrower or any Subsidiary from assigning, mortgaging, pledging, granting a security interest in or upon, or encumbering any of Borrower’s or 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 (A10 Networks, 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 Liens that are as permitted by the terms of this agreement to have priority to Collateral Agent’s and Lenders’ Lien)herein, or enter into any agreement, document, instrument or other arrangement (except with or in favor of Collateral Agent and Agent, for the ratable benefit of the Lenders) with any Person which directly or indirectly prohibits or has the effect of prohibiting Borrower or any Subsidiary from assigning, mortgaging, pledging, granting a security interest in or upon, or encumbering any of Borrower’s or 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 (Ziopharm Oncology 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 subject only to Permitted Liens that are permitted by the terms of this agreement to may have superior priority to Collateral AgentBank’s and Lenders’ LienLien under this Agreement), or enter into any agreement, document, instrument or other arrangement (except with or in favor of Collateral Agent and LendersBank) with any Person which directly or indirectly prohibits or has the effect of prohibiting Borrower or any Subsidiary from assigning, mortgaging, pledging, granting a security interest in or upon, or encumbering any of Borrower’s or any Subsidiary’s Intellectual Propertyintellectual property, except for over-the-counter software and as is otherwise permitted in Section 7.1 hereof and the definition of “Permitted LiensLien” herein.

Appears in 1 contract

Samples: Loan and Security Agreement (Evergreen Solar 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 Liens that are permitted by the terms of this agreement to have priority to Collateral Agent’s and Lenders’ Lienvalidly perfected purchase money security interests), or enter into any agreement, document, instrument or other arrangement (except with or in favor of Collateral Agent and Lenders) with any Person which directly or indirectly prohibits or has the effect of prohibiting Borrower or any Subsidiary from assigning, mortgaging, pledging, granting a security interest in or upon, or encumbering any of Borrower’s or 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 (Vringo 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 that are permitted by the terms of this agreement to have priority to Collateral Agent’s and Lenders’ Lien), or enter into any agreement, document, instrument or other arrangement (except with or in favor of Collateral Agent Lender and Lendersexcept with or in favor of SVB pursuant to the Senior Loan Agreement ) with any Person which directly or indirectly prohibits or has the effect of prohibiting Borrower or any Subsidiary from assigning, mortgaging, pledging, granting a security interest in or upon, or encumbering any of Borrower’s or 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: Mezzanine Loan and Security Agreement (BigCommerce Holdings, 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 soso except, except in each case, for Permitted Liens, or permit any Collateral not to be subject to the first priority security interest granted herein (except for Permitted Liens that are permitted by the terms of this agreement to have priority to Collateral Agent’s and Lenders’ Lien)herein, or enter into any agreement, document, instrument instrument, or other arrangement (except with or in favor of Collateral Agent and LendersBank) with any Person which directly or indirectly prohibits or has the effect of prohibiting Borrower or any Subsidiary from assigning, mortgaging, pledging, granting a security interest in or upon, or encumbering any of Borrower’s or 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 (Candel Therapeutics, 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 that are permitted by and/or under the terms of this agreement to have priority to Collateral Agent’s and Lenders’ Lien)applicable Debenture or under the applicable Share Charge, or enter into any agreement, document, instrument or other arrangement (except with or in favor of Collateral Agent and LendersBank) with any Person which directly or indirectly prohibits or has the effect of prohibiting Borrower or any Subsidiary from assigning, mortgaging, pledging, granting a security interest in or upon, or encumbering any of Borrower’s or 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 (Global Telecom & Technology, Inc.)

Encumbrance. Create, incur, allow, or suffer any Lien on any of the Collateral or any Inventory or Intellectual Property of Borrower or its propertySubsidiaries, 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 that are permitted by the terms of this agreement to have priority to Collateral Agent’s and Lenders’ Lien)herein, or enter into any agreement, document, instrument or other arrangement (except with or in favor of Collateral Agent and LendersBank) with any Person which directly or indirectly prohibits or has the effect of prohibiting Borrower or any Subsidiary from assigning, mortgaging, pledging, granting a security interest in or upon, or encumbering any of Borrower’s or any Subsidiary’s Inventory or Intellectual Property, except as is otherwise permitted in Section 7.1 hereof and the definition of “Permitted LiensLien” herein.

Appears in 1 contract

Samples: Loan and Security Agreement (Dot Hill Systems 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 Permitted Liens that are permitted by or, in the terms case of this agreement to have priority to Collateral Agent’s and Lenders’ LienEMEA, granted under the Debenture), or enter into any agreement, document, instrument or other arrangement (except with or in favor of Collateral Agent and LendersBank) with any Person which directly or indirectly prohibits or has the effect of prohibiting Borrower or any Subsidiary from assigning, mortgaging, pledging, granting a security interest in or upon, or encumbering any of Borrower’s or 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 (Global Telecom & Technology, 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 except, in each case, for Permitted Liens, or permit any Collateral not to be subject to the first priority security interest granted herein (except for Permitted Liens that are permitted by the terms of this agreement to have priority to Collateral Agent’s and Lenders’ Lien)herein, or enter into any agreement, document, instrument or other arrangement (except with or in favor of Collateral Agent and LendersBank) with any Person which directly or indirectly prohibits or has the effect of prohibiting Borrower or any Subsidiary from assigning, mortgaging, pledging, granting a security interest in or upon, or encumbering any of Borrower’s or 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 (Myomo, 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 any Permitted Liens that are permitted by the terms of this agreement entitled to have priority to Collateral Agent’s and Lenders’ Lienhereunder), or enter into any agreement, document, instrument or other arrangement (except with or in favor of Collateral Agent and LendersBank) with any Person which directly or indirectly prohibits or has the effect of prohibiting Borrower or any Subsidiary from assigning, mortgaging, pledging, granting a security interest in or upon, or encumbering any of Borrower’s or any Subsidiary’s Intellectual Propertyintellectual property, except as is otherwise permitted in Section 7.1 hereof and or the definition of “Permitted LiensLien” herein.

Appears in 1 contract

Samples: Loan Agreement (DemandTec, 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 subject only to Permitted Liens that are permitted by the terms of this agreement to may have superior priority to Collateral AgentBank’s and Lenders’ LienLien under this Agreement), or enter into any agreement, document, instrument or other arrangement (except with or in favor of Collateral Agent and LendersBank) with any Person which directly or indirectly prohibits or has the effect of prohibiting Borrower or any Subsidiary from assigning, mortgaging, pledging, granting a security interest in or upon, or encumbering any of Borrower’s or any Subsidiary’s Intellectual Propertyintellectual property, except as is otherwise permitted in Section 7.1 hereof and the definition of “Permitted LiensLien” herein.

Appears in 1 contract

Samples: Loan and Security Agreement (Saba 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 subject to the first priority security interest granted herein (except for subject to Permitted Liens that are permitted by the terms of this agreement to have senior in priority to Collateral Agent’s and Lenders’ Liensuch security interest), or enter into any agreement, document, instrument or other arrangement (except with or in favor of Collateral Agent and LendersBank) with any Person which directly or indirectly prohibits or has the effect of prohibiting Borrower or any Subsidiary from assigning, mortgaging, pledging, granting a security interest in or upon, or encumbering any of Borrower’s or 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 (PLX Technology 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 Liens that are permitted by the terms of this agreement to have priority to Collateral Agent’s and Lenders’ LienLiens), or enter into any agreement, document, instrument or other arrangement (except with or in favor of Collateral Agent and LendersLender) with any Person which directly or indirectly prohibits or has the effect of prohibiting Borrower or any Subsidiary from assigning, mortgaging, pledging, granting a security interest in or upon, or encumbering any of Borrower’s or 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 (Metabasis Therapeutics 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 of the Collateral not to be subject to the first priority security interest granted herein (except for Permitted Liens that are permitted by the terms of this agreement to have priority to Collateral Agent’s and Lenders’ Lien)herein, or enter into into, or permit to exist, any agreement, document, instrument or other arrangement binding upon it (except with or in favor of Collateral the Agent and for the benefit of the Lenders) with any Person which directly or indirectly prohibits or has the effect of prohibiting Borrower or any Subsidiary from assigning, mortgaging, pledging, granting a security interest in or upon, or encumbering any of Borrower’s or any Subsidiary’s Intellectual Property, except as is otherwise permitted in Section 7.1 7.5 hereof and the definition of “Permitted LiensLien” herein.

Appears in 1 contract

Samples: Loan and Security Agreement (Anesiva, 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 that are permitted by the terms of this agreement to have priority to Collateral Agent’s and Lenders’ Lien)herein, or enter into any agreement, document, instrument or other arrangement (except with or in favor of Collateral Agent and Agent, for the ratable benefit of the Lenders) with any Person which directly or indirectly prohibits or has the effect of prohibiting Borrower Borrower, or any Subsidiary of its Subsidiaries, from assigning, mortgaging, pledging, granting a security interest in or upon, or encumbering any of Borrower’s or any 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 (Dexcom 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 that are permitted by or, in the terms case of this agreement to have priority to Collateral Agent’s and Lenders’ LienEMEA, granted under the Debenture), or enter into any agreement, document, instrument or other arrangement (except with or in favor of Collateral Agent and LendersBank) with any Person which directly or indirectly prohibits or has the effect of prohibiting Borrower or any Subsidiary from assigning, mortgaging, pledging, granting a security interest in or upon, or encumbering any of Borrower’s or any Subsidiary’s Intellectual Property, except as is otherwise permitted in Section 7.1 hereof and the definition of “Permitted Liens” herein.” and inserting in lieu thereof the following:

Appears in 1 contract

Samples: Loan Modification Agreement (Global Telecom & Technology, 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 in each case for Permitted Liens, or permit any Collateral not to be subject to the first priority security interest granted herein (herein, except for Permitted Liens that are permitted by the terms of this agreement to have priority to Collateral Agent’s and Lenders’ Lien)Liens, or enter into any agreement, document, instrument or other arrangement (except with or in favor of Collateral Agent Bank and LendersPermitted Liens) with any Person which directly or indirectly prohibits or has the effect of prohibiting Borrower or any Subsidiary from assigning, mortgaging, pledging, granting a security interest in or upon, or encumbering any of Borrower’s or any Subsidiary’s Intellectual Property, except as is otherwise permitted in Section 7.1 hereof and the definition of “Permitted Liens” hereinherein and other than (i) the licensors of in-licensed property with respect to such property; and (ii) the lessors of specific leased equipment with respect to such specific leased equipment.

Appears in 1 contract

Samples: Loan and Security Agreement (Grove Collaborative Holdings, 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 subject only to Permitted Liens that are permitted by the terms of this agreement to may have superior priority to Collateral AgentBank’s and Lenders’ LienLien under this Agreement), or enter into any agreement, document, instrument or other arrangement (except with or in favor of Collateral Agent and LendersBank) with any Person which directly or indirectly prohibits or has the effect of prohibiting Borrower or any Subsidiary from assigning, mortgaging, pledging, granting a security interest in or upon, or encumbering any of Borrower’s or any Subsidiary’s Intellectual Propertyintellectual property, except as is otherwise permitted in Section 7.1 hereof and the definition of Permitted Liens” Lien herein.

Appears in 1 contract

Samples: Loan and Security Agreement (Saba 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 subject to the first priority (subject only to Liens securing the Senior Debt) security interest granted herein (except for Permitted Liens that are permitted by the terms of this agreement to have priority to Collateral Agent’s and Lenders’ Lien)herein, or enter into any agreement, document, instrument or other arrangement (except with or in favor of Collateral Agent and LendersPurchaser) with any Person which directly or indirectly prohibits or has the effect of prohibiting Borrower or any Subsidiary from assigning, mortgaging, pledging, granting a security interest in or upon, or encumbering any of Borrower’s or 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: Note Purchase Agreement (Global Telecom & Technology, 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 Liens that are permitted by the terms of this agreement to have priority to Collateral Agent’s and Lenders’ Lien)herein, or enter into any agreement, document, instrument or other arrangement (except with or in favor of Collateral Agent and for the ratable benefit of Lenders) with any Person which directly or indirectly prohibits or has the effect of prohibiting Borrower or any Subsidiary from assigning, mortgaging, pledging, granting a security interest in or upon, or encumbering any of Borrower’s or 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 (Atlas Crest Investment 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 LiensLiens or Permitted Factoring, or permit any Collateral not to be subject to the first priority security interest granted herein (except for Permitted Liens that are permitted by the terms of this agreement to have priority to Collateral Agent’s and Lenders’ Lien)herein, or enter into any agreement, document, instrument or other arrangement (except with or in favor of Collateral Agent and LendersBank) with any Person which directly or indirectly prohibits or has the effect of prohibiting Borrower or any Subsidiary from assigning, mortgaging, pledging, granting a security interest in or upon, or encumbering any of Borrower’s or any Subsidiary’s Intellectual Property, except as is otherwise permitted in Section 7.1 hereof and the definition of “Permitted Liens” herein.” and inserting in lieu thereof the following:

Appears in 1 contract

Samples: Loan Modification Agreement (Aegerion Pharmaceuticals, Inc.)

Encumbrance. Create, incur, allow, or suffer any Lien on any of its property, including its intellectual 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 that are permitted by the terms of this agreement subject to have priority to Collateral Agent’s and Lenders’ LienSection 6.6(a)), or enter into any agreement, document, instrument or other arrangement (except with or in favor of Collateral Agent and LendersBank) with any Person which directly or indirectly prohibits or has the effect of prohibiting Borrower or any Subsidiary from assigning, mortgaging, pledging, granting a security interest in or upon, or encumbering any of Borrower’s or any Subsidiary’s Intellectual Propertyintellectual property, except as is otherwise permitted in Section 7.1 hereof and the definition of “Permitted LiensLien” herein.

Appears in 1 contract

Samples: Loan and Security Agreement (Websidestory 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 subject only to Permitted Liens that are permitted by the terms of this agreement to may have superior priority to Collateral AgentBank’s and Lenders’ LienLien under this Agreement), or enter into any agreement, document, instrument or other arrangement (except with or in favor of Collateral Agent and LendersBank) with any Person which directly or indirectly prohibits or has the effect of prohibiting any Borrower or any Subsidiary from assigning, mortgaging, pledging, granting a security interest in or upon, or encumbering any of such Borrower’s or any Subsidiary’s Intellectual Propertyintellectual property, except as is otherwise permitted in Section 7.1 hereof and the definition of “Permitted LiensLien” herein.

Appears in 1 contract

Samples: Loan and Security Agreement (Covad Communications Group Inc)

Encumbrance. Create, incur, allow, or suffer allow any Lien on any of its propertyproperty or assets, 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 Liens that are permitted by the terms of this agreement to have priority to Collateral Agent’s and Lenders’ LienLiens), or enter into any agreement, document, instrument or other arrangement (except with or in favor of Collateral Agent and LendersBank) with any Person which directly or indirectly prohibits or has the effect of prohibiting Borrower or any Subsidiary from assigning, mortgaging, pledging, granting a security interest in or upon, or encumbering any of Borrower’s or any Subsidiary’s Intellectual Propertyintellectual property, except as is otherwise permitted in Section 7.1 hereof and the definition of “Permitted LiensLien” herein.

Appears in 1 contract

Samples: Loan and Security Agreement (Entropic Communications Inc)

Encumbrance. Create, incur, allow, or suffer allow any Lien on any of its propertyproperty or assets, 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 as otherwise specifically allowed in the definition of Permitted Liens that are permitted by the terms of this agreement to have priority to Collateral Agent’s and Lenders’ LienLiens), or enter into any agreement, document, instrument or other arrangement (except with or in favor of Collateral Agent and LendersBank) with any Person which directly or indirectly prohibits or has the effect of prohibiting Borrower or any Subsidiary from assigning, mortgaging, pledging, granting a security interest in or upon, or encumbering any of Borrower’s or any Subsidiary’s Intellectual Propertyintellectual property, except as is otherwise permitted in Section 7.1 hereof and the definition of “Permitted LiensLien” herein.

Appears in 1 contract

Samples: Loan and Security Agreement (Iteris, 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, in each case except for Permitted Liens, or ; 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 that are permitted by the terms of this agreement to have priority to Collateral Agent’s and Lenders’ LienLiens), ; or enter into any agreement, document, instrument or other arrangement (except with or in favor of Collateral Agent and LendersBank) with any Person which that directly or indirectly prohibits prohibits, or has the effect of prohibiting prohibiting, Borrower or any Subsidiary from assigning, mortgaging, pledging, granting a security interest in or upon, or encumbering any of Borrower’s or any Subsidiary’s Intellectual Property, except as is otherwise permitted in Section 7.1 hereof and the definition of “Permitted LiensLien” herein.

Appears in 1 contract

Samples: Loan and Security Agreement (Lipocine Inc.)