English Security Documents Sample Clauses

English Security Documents. Subject to the Legal Reservations and Perfection Requirements, the English Security Documents are effective to create in favor of the Administrative Agent, for the ratable benefit of the Secured Parties, legal, valid, enforceable and, upon the making of the filings and the taking of the actions required under the terms of the Loan Documents, perfected Liens on, and security interests in, all right, title and interest of the Loan Parties that are party thereto in the Collateral over which Liens are expressed to be created thereunder.
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English Security Documents. The Administrative Agent shall have received each English Security Document referred to in clause (ii) of the definition thereof, executed and delivered by a duly authorized officer of the Loan Party party thereto, with a counterpart or a conformed copy for each Lender.
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English Security Documents the composite debenture between the English Obligors and the Security Trustee;
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English Security Documents. An English law governed English Confirmatory Security Agreement executed between the Chargors (as defined therein) and the Collateral Trustee, as collateral trustee in respect of the English law security agreement originally dated 5 May 2021 and as supplemented by a security confirmatory agreement dated 19 January 2024. • An English law governed English Confirmatory Security Agreement executed between Jazz Investments Europe Limited as the chargor and the Collateral Trustee, as the collateral trustee in respect of the English law share charge originally dated 5 May 2021 and as supplemented by a security confirmatory agreement dated 19 January 2024. The applicable Loan Parties shall complete the following action within five (5) Business Days of the Amendment No. 3 Effective Date, as such period may be extended by the Administrative Agent in its reasonable discretion. • Financing Holdings, as Pledgor, the Collateral Trustee, as Pledgee, and Jazz Investments Europe Limited, as the Company, shall enter into a Malta law governed Amendment and Restatement Agreement in respect of a Share Pledge Agreement dated 3 November 2021 as supplemented by virtue of additional share pledge agreements dated 22 September 2022, 28 March 2023 and 4 April 2024 and amendment and restatement agreements dated 19 January 2024, 19 July 2024 and the Amendment No. 3 Effective Date. Tranche B-2 Dollar Term Facility CUSIP Number: X0000XXX0 Amendment No. 1, dated as of January 19, 2024, and Amendment No. 2, dated as of July 19, 2024, and CITIGROUP GLOBAL MARKETS INCCITIBANK, N.A., CREDIT SUISSE LOAN FUNDING LLC, DNB (UK) LTD., MUFG BANK, LTD., RBC CAPITAL MARKETS LLC1 SUMITOMO MITSUI CITIGROUP GLOBAL MARKETS INCCITIBANK, N.A., DNB MARKETS, INC(UK) LTD., MUFG CITIGROUP GLOBAL MARKETS INCCITIBANK, N.A., DNB MARKETS, INC(UK) LTD., MUFG NOTICE: Under the Irish Credit Reporting Act 2013 lenders are required to provide personal and credit information for credit applications and credit agreements of €500 and above to the Irish Central Credit Register. This information will be held on the Irish Central Credit Register and may be used by other lenders when making decisions on your credit applications and credit agreements.
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English Security Documents. First Amended and Restated Secured Promissory Note
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English Security Documents. Schedule 2 ---------- FINANCING STATEMENTS State Filing Office ----- ------------- New York Suffolk County Secretary of State Schedule 3 ---------- CONSENTS, AUTHORIZATIONS, APPROVALS, NOTICES AND FILINGS [NONE] EXHIBIT G --------- FORM OF CLOSING CERTIFICATE Pursuant to subsection 7.1 of the Credit and Guarantee Agreement, dated as of September __, 1997 (as the same may be amended, supplemented or otherwise modified from time to time, the "Credit Agreement"), among NBTY, Inc., a Delaware corporation (the "Company"), the Foreign Subsidiary Borrower and the Lenders named therein and The Chase Manhattan Bank as Administrative Agent, the undersigned, Executive Vice President of each Loan Party, hereby certifies as follows: 1. The representations and warranties of each Loan Party set forth in the Credit Agreement and each of the other Loan Documents to which it is a party or which are contained in any certificate, document or financial or other statement furnished pursuant to or in connection with the Credit Agreement or any Loan Document are true and correct in all material respects on and as of the date hereof with the same effect as if made on the date hereof, except for representations and warranties expressly stated to relate to a specific earlier date, in which case such representations and warranties are true and correct in all material respects as of such earlier date; 2. No Default or Event of Default has occurred and is continuing as of the date hereof or will occur after giving effect to the extensions of credit requested to be made on the date hereof or the consummation of each of the transactions contemplated by the Loan Documents; and 3. Xxxxxx Xxxxx is and at all times since _______________, 199_, has been the duly elected and qualified [Assistant] Secretary of the each Loan Party and the signature set forth on the signature line for such officer below is such officer's true and genuine signature; and the undersigned Secretary of each Loan Party hereby certifies as follows: 4. There are no liquidation or dissolution proceedings pending or to my knowledge threatened against the Company or any of its Subsidiaries, nor has any other event occurred affecting or threatening the corporate existence of the Company or any of its Subsidiaries; 5. Each Loan Party is a corporation duly incorporated, validly existing and in good standing under the laws of the jurisdiction of its incorporation;
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English Security Documents. Subject to the Legal Reservations, the English Security Documents create in favor of the Collateral Agent, as trustee for the Secured Parties, a legal, valid and enforceable security interest in the Collateral secured thereby. Under the law of each Loan Party’s jurisdiction of incorporation it is not necessary that any Loan Documents be filed, recorded or enrolled with any court, public authority or governmental agency in that jurisdiction or that any stamp, registration or similar tax be paid on or in relation to the English Security Documents or the transactions contemplated by the English Security Documents, except (A) a section 859D statement of particulars and a certified copy of the English Debenture must be delivered (together with any relevant fees in respect of each registration form for the relevant English Loan Party) to the Registrar of Companies in accordance with section 859A of the Companies Xxx 0000; (B) if applicable, registration of particulars of the English Debenture at the Trade Marks Registry at the Patent Office in England and Wales and payment of any associated fees; and (C) if applicable, any mortgages over land expressed to be created by the English Debenture must be registered in relation to any registered land from time to time, at the relevant office of HM Land Registry in England and Wales and in relation to any unregistered land from time to time, at the Land Charges Registry in England and Wales (together with any relevant fees in respect of any such registrations).
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English Security Documents. The Debentures and the Charges over Shares, as in effect from time to time.
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English Security Documents. The Debentures and the Charges over Shares, as in effect from time to time. ENVIRONMENTAL LAWS. See section 8.18(a).
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Related to English Security Documents

  • Security Documents (i) The Security Agreement, upon execution and delivery thereof by the parties thereto, will create in favor of the Administrative Agent, for the ratable benefit of the Lenders, a legal, valid and enforceable security interest in the Collateral (as defined in the Security Agreement) and the proceeds thereof, in which a security interest may be perfected under the Uniform Commercial Code as in effect at the relevant time by filing of financing statements, and (ii) the Lien created under the Security Agreement is (or will be, upon the filing of appropriate financing statements and grants of security in intellectual property and the execution of appropriate control agreements) a fully perfected first-priority Lien on, and security interest in, all right, title and interest of the Loan Parties in such Collateral), in each case prior and superior in right to any other Person, other than with respect to Liens permitted by Section 7.2, in the case of each of clauses (i) and (ii) above, to the extent required by the Security Agreement. (b) Intentionally Deleted. (c) Schedule 4.19 lists completely and correctly as of the Closing Date all real property owned and leased by the Borrower and the Subsidiaries and the addresses thereof. As of the Closing Date, the Borrower and the Subsidiaries have valid leases in all the leased real property set forth on Schedule 4.19 and good and marketable title in all the owned real property set forth on Schedule 4.19. (i) The Pledge Agreement, upon execution and delivery thereof by the parties thereto, will create in favor of the Administrative Agent, for the ratable benefit of the Lenders, a legal, valid and enforceable security interest in the Pledged Collateral (as defined in the Pledge Agreement) and the proceeds thereof, in which a security interest may be perfected under the Uniform Commercial Code as in effect at the relevant time by filing of financing statements or obtaining control or possession, and (ii) the Lien created under the Pledge Agreement is (or will be, upon the filing of appropriate financing statements, the execution of appropriate control agreements and delivery of certificated securities and instruments to the Administrative Agent) a fully perfected first-priority Lien on, and security interest in, all right, title and interest of the Parent in such Pledged Collateral, in each case prior and superior in right to any other Person, other than with respect to Liens permitted by Section 7.2, in the case of each of clauses (i) and (ii) above, to the extent required by Pledge Agreement.

  • Collateral Documents The provisions of the Collateral Documents are effective to create in favor of the Administrative Agent for the benefit of the Secured Parties a legal, valid and enforceable first priority Lien (subject to Permitted Liens) on all right, title and interest of the respective Loan Parties in the Collateral described therein. Except for filings completed prior to the Closing Date and as contemplated hereby and by the Collateral Documents, no filing or other action will be necessary to perfect or protect such Liens.

  • Amendments to Security Documents Except to the extent otherwise expressly set forth in the Guarantee and Security Agreement or the other Loan Documents, no Security Document nor any provision thereof may be waived, amended or modified, nor may the Liens granted under the Guarantee and Security Agreement be spread to secure any additional obligations (excluding (x) any increase in the Loans and Letters of Credit hereunder pursuant to a Commitment Increase under Section 2.08(e), (y) any increase in any Other Secured Indebtedness or Shorter Term Secured Indebtedness permitted hereunder and (z) the spreading of such Liens to any Designated Indebtedness or Hedging Agreement Obligations (as defined in the Guarantee and Security Agreement) as provided for in the Guarantee and Security Agreement), except pursuant to an agreement or agreements in writing entered into by the Borrower, and by the Collateral Agent with the consent of the Required Lenders; provided that, (i) except as otherwise expressly permitted by the Loan Documents, without the written consent of each Lender and each Issuing Bank, no such agreement shall release all or substantially all of the Obligors from their respective obligations under the Security Documents and (ii) except as otherwise expressly permitted by the Loan Documents, without the written consent of each Lender and each Issuing Bank, no such agreement shall release all or substantially all of the collateral security or otherwise terminate all or substantially all of the Liens under the Security Documents, alter the relative priorities of the obligations entitled to the Liens created under the Security Documents (except in connection with securing additional obligations equally and ratably with the Loans and other obligations hereunder) with respect to all or substantially all of the collateral security provided thereby, except that no such consent shall be required, and the Administrative Agent is hereby authorized (and so agrees with the Borrower) to direct the Collateral Agent under the Guarantee and Security Agreement to, and in addition to the rights of such parties under the Guarantee and Security Agreement, the Administrative Agent and the Collateral Agent under the Guarantee and Security Agreement may, (1) release any Lien covering property (and to release any such guarantor) that is the subject of either a disposition of property not prohibited hereunder (including, without limitation, any property subject to a participation or repurchase transaction) or a disposition to which the Required Lenders or the required number or percentage of Lenders have consented (and such Lien shall be released automatically (A) to the extent provided in Section 10.03 of the Guarantee and Security Agreement and (B) to the extent permitted hereunder in connection with any property becoming subject to a participation or repurchase transaction), and (2) release from the Guarantee and Security Agreement any “Subsidiary Guarantor” (and any property of such Subsidiary Guarantor) that is designated as a “Designated Subsidiary” or becomes an Excluded Asset or an Immaterial Subsidiary in accordance with this Agreement or is otherwise no longer required to be a “Subsidiary Guarantor” (including, without limitation, because it ceases to be consolidated on the Borrower’s financial statements), so long as immediately after giving effect to any such release under this clause (2) and any Concurrent Transactions, (A) the Covered Debt Amount does not exceed the Borrowing Base and the Borrower delivers a certificate of a Financial Officer to such effect to the Administrative Agent, (B) either (I) the amount of any excess availability under the Borrowing Base immediately prior to such release is not diminished as a result of such release or (II) the Adjusted Gross Borrowing Base immediately after giving effect to such release is at least 110% of the Covered Debt Amount and (C) no Event of Default has occurred and is continuing.

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