EVIDENCE OF PERFECTED FIRST PRIORITY SECURITY INTEREST Sample Clauses

EVIDENCE OF PERFECTED FIRST PRIORITY SECURITY INTEREST. Lender shall have been granted a first priority Lien on and security interest in the subject Target, and shall have received, without limitation, the items described in subsection 4.1.3(b), (c) and (d) and Section 6.15, and shall have received evidence of the proper filing in all required filing offices of duly executed UCC financing statements or amendments to existing financing statements with respect to the subject Target, perfecting the first priority security interest of Lender in such Property. In the event real property is being acquired in connection with such Acquisition, Lender shall have received a fully executed Mortgage, together with an ALTA lender's title insurance policy issued by a title insurer satisfactory to Lender in an amount satisfactory to Lender insuring that the Mortgage is a valid and enforceable first priority Lien on the respective Property, free and clear of all defects, encumbrances and Liens, other than Permitted Liens. In addition, Lender shall have received then current surveys, certified to Lender by a licensed surveyor sufficient to allow the issuer of Lender's title insurance policy to issue such policy without a survey exception and an environmental site assessment prepared by a qualified firm acceptable to Lender.
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EVIDENCE OF PERFECTED FIRST PRIORITY SECURITY INTEREST. With respect to the Target acquired, and prior to or simultaneously with the consummation of such Acquisition and the funding of such Loan, the Agent shall have been granted, for the benefit of Agent and the Lenders, a first priority Lien on and security interest in such Target thereof, subject only to Permitted Liens, and shall have received, without limitation, (i) the items described in subsection 2.1(d)(ii) and Section 4.12, and (ii) duly executed uniform commercial code financing statements or amendments to existing financing statements with respect to such Target, in form and substance reasonably satisfactory to the Agent and which, upon filing, shall perfect the security interest of the Agent, for the benefit of Agent and the Lenders, in such Property to the extent such security interest can be perfected by filing such financing statements. In the event real Property is being acquired in connection with such Acquisition, prior to or simultaneously with the funding of such Loan, the Agent shall have received (x) to the extent not encumbered with a Lien permitted under subsection 5.1(h), a fully executed Mortgage, in form and substance reasonably satisfactory to the Agent together with an A.L.T.A. lender’s title insurance policy issued by a title insurer reasonably satisfactory to the Agent, in form and substance and in an amount reasonably satisfactory to the Agent insuring that the Mortgage is a valid and enforceable first priority Lien on the respective Property, free and clear of all defects, encumbrances and Liens other than Permitted Liens, (y) to the extent not encumbered with a Lien permitted under subsection 5.1(h), then current A.L.T.A. surveys, certified to the Agent by a licensed surveyor sufficient to allow the issuer of the lender’s title insurance policy to issue such policy without a survey exception and (z) an environmental site assessment prepared by a qualified firm reasonably acceptable to the Agent and the Required Lenders, in form and substance reasonably satisfactory to the Agent and the Required Lenders.
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EVIDENCE OF PERFECTED FIRST PRIORITY SECURITY INTEREST. Prior to or simultaneously with the making of any Capital Expenditure and the funding of such CapEx Loan, the Agent shall have been granted, for the benefit of Agent and the Lenders, a first priority Lien on and security interest in any Property acquired in connection therewith, subject only to Permitted Liens, and shall have received, without limitation, (i) the items described in subsection 2.1(d)(ii) and Section 4.12, and (ii) duly executed uniform commercial code financing statements or amendments to existing financing statements with respect to any such Property, in form and substance reasonably satisfactory to the Agent and which, upon filing, shall perfect the security interest of the Agent, for the benefit of Agent and the Lenders, in such Property to the extent such security interest can be perfected by filing such financing statements. In the event real
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EVIDENCE OF PERFECTED FIRST PRIORITY SECURITY INTEREST. With respect to the Target acquired or financed with the proceeds of an Advance, and prior to the funding of such Advance, Lender shall have been granted a first priority Lien on and security interest in such Target, and shall have received, without limitation, the items described in subsection 4.1.3(b), (c) and (d) and Section 6.15, and shall have received evidence of the proper filing in all required filing offices of duly executed UCC financing statements or amendments to existing financing statements with respect to such Target, perfecting the first priority security interest of Lender in such Property. In the event real property is being acquired in connection with such Acquisition, Lender shall have received a fully executed Mortgage, together with an ALTA lender's title insurance policy issued by a title insurer reasonably satisfactory to Lender in an amount reasonably satisfactory to Lender insuring that the Mortgage is a valid and enforceable first priority Lien on the respective Property, free and clear of all defects, encumbrances and Liens, other than Permitted Liens. In addition, Lender shall have received then current surveys, certified to Lender by a licensed surveyor sufficient to allow the issuer of Lender's title insurance policy to issue such policy without a survey exception and an environmental site assessment prepared by a qualified firm reasonably acceptable to Lender.
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EVIDENCE OF PERFECTED FIRST PRIORITY SECURITY INTEREST. With respect to the Target acquired, and prior to or simultaneously with the consummation of such Acquisition and the funding of such Loan, the Agent shall have been granted, for the benefit of Agent and the Lenders, a first priority Lien on and security interest in such Target thereof, subject only to Permitted Liens, and shall have received, without limitation, (i) the items described in subsection 2.1(d)(ii) and Section 4.12, and (ii) duly executed uniform commercial code financing statements or amendments to existing financing statements with respect to such Target, in form and substance reasonably satisfactory to the Agent and which, upon filing, shall perfect the security interest of the Agent, for the benefit of Agent and the Lenders, in such Property to the extent such security interest can be perfected by filing such financing statements. In the event real Property is being acquired in connection with such Acquisition, prior to or simultaneously with the funding of such Loan, the Agent shall have received (x) to the extent not encumbered with a Lien permitted under subsection 5.1(h), a fully executed Mortgage, in form and substance reasonably satisfactory to the Agent together with an A.L.
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EVIDENCE OF PERFECTED FIRST PRIORITY SECURITY INTEREST. With respect to the Target acquired or court reporting business/company financed with the proceeds of a Revolving Loan, and prior to the funding of such Loan, Agent shall have been granted, for the benefit of Lenders, a first priority lien on and security interest in such Target (including any equity security acquired by Borrower or any of its Subsidiaries), or court reporting business/company, and shall have received evidence of the proper filing in all required filing offices of duly executed UCC financing statements or amendments to existing financing statements with respect to such Target, in form and substance satisfactory to Agent and perfecting the first priority security interest of Agent for the benefit of Lenders, in such property. In the event real property is being acquired in connection with such Acquisition, Agent shall have received a fully executed Mortgage, in form and substance reasonably satisfactory to Agent together with an ALTA lender's title insurance policy issued by a title insurer reasonably satisfactory to Agent, in form and substance and in an amount reasonably satisfactory to Agent insuring that the Mortgage is a valid and enforceable first priority lien on the respective property, free and clear of all defects, encumbrances and Liens, other than Permitted Liens. In addition, Agent shall have received then current surveys, certified by a licensed surveyor sufficient to allow the issuer of the lender's title insurance policy to issue such policy without a survey exception. In the event the Acquisition is structured as a stock purchase, or other purchase of equity securities, the Person so acquired shall be required to guaranty the Obligations and pledge all of its assets to secure such guaranty.
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Related to EVIDENCE OF PERFECTED FIRST PRIORITY SECURITY INTEREST

  • Perfected First Priority Liens (a) This Agreement is effective to create, as collateral security for the Obligations of such Grantor, valid and enforceable Liens on such Grantor’s Security Collateral in favor of the Collateral Agent for the benefit of the Secured Parties, except as to enforcement, as may be limited by applicable domestic or foreign bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and other similar laws relating to or affecting creditors’ rights’ generally, general equitable principles (whether considered in a proceeding in equity or at law) and an implied covenant of good faith and fair dealing.

  • First Priority Security Interest The Administrative Agent, for the benefit of the Lenders, has a first priority perfected security interest in the collateral pledged by the Borrower pursuant to the Security Agreement.

  • Perfected Security Interest On the Closing Date, after giving effect to the filing of the FAA Filed Documents and the Financing Statements, Mortgagee shall have received a duly perfected first priority security interest in all of Owner's right, title and interest in the Aircraft, subject only to Permitted Liens.

  • Title to Collateral; Perfected Security Interest The Pledgor has good and marketable title to the Additional Collateral, free of all Liens (other than the Lien created by the Collateral Agreement) and Transfer Restrictions. Upon delivery of the Collateral to the Collateral Agent, the Collateral Agent will obtain a valid, first priority perfected security interest in, and a first lien upon, such additional Collateral subject to no other Lien. None of such Additional Collateral is or shall be pledged by the Pledgor as collateral for any other purpose. This Certificate may be relied upon by the Trust as fully and to the same extent as if this Certificate had been specifically addressed to the Trust.

  • Perfected Security Interests The Collateral Documents, taken as a whole, are effective to create in favor of the Collateral Trustee, for the benefit of the Secured Parties, a legal, valid and enforceable security interest in all of the Collateral to the extent purported to be created thereby, subject as to enforceability to applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting creditors’ rights generally and subject to general principles of equity, regardless of whether considered in a proceeding in equity or at law. With respect to the Collateral as of the Closing Date, at such time as (a) financing statements in appropriate form are filed in the appropriate offices (and the appropriate fees are paid) and (b) the execution of the Account Control Agreements, the Collateral Trustee, for the benefit of the Secured Parties, shall have a first priority perfected security interest and/or mortgage (or comparable Lien) in all of such Collateral to the extent that the Liens on such Collateral may be perfected upon the filings, registrations or recordations or upon the taking of the actions described in clauses (a) and (b) above, subject in each case only to Permitted Liens, and such security interest is entitled to the benefits, rights and protections afforded under the Collateral Documents applicable thereto (subject to the qualification set forth in the first sentence of this Section 3.15).

  • Financing Statements and Other Filings; Maintenance of Perfected Security Interest Subject to Section 3.4, each Pledgor represents and warrants that all filings, registrations and recordings necessary to perfect the security interest granted by each Pledgor to the Collateral Agent in respect of the Pledged Collateral shall be delivered to the Collateral Agent in completed and, to the extent necessary or appropriate, duly executed form for filing in each governmental, municipal or other office specified in Schedule 7 to the Perfection Certificate no later than thirty (30) days after the date hereof (as such period may be extended in the sole discretion of the Administrative Agent). Each Pledgor agrees that at the sole cost and expense of the Pledgors, (i) such Pledgor will maintain the security interest created by this Agreement in the Pledged Collateral as a valid, enforceable, perfected first priority security interest (subject only to Permitted Liens) and shall defend such security interest against the claims and demands of all persons, (ii) such Pledgor shall furnish to the Collateral Agent from time to time statements and schedules further identifying and describing the Pledged Collateral and such other reports in connection with the Pledged Collateral as the Collateral Agent may reasonably request, all in reasonable detail and (iii) at any time and from time to time, upon the written request of the Collateral Agent, such Pledgor shall promptly and duly execute and deliver, and file and have recorded, such further instruments and documents and take such further action as the Collateral Agent may reasonably request for the purpose of obtaining or preserving the full benefits of this Agreement and the rights and powers herein granted, including (x) the filing of any financing statements, continuation statements and other documents (including this Agreement) under the UCC (or other similar laws) in effect in any jurisdiction with respect to the security interest created hereby and (y) the execution and delivery of Control Agreements, all in form reasonably satisfactory to the Collateral Agent and in such offices (including the United States Patent and Trademark Office and the United States Copyright Office) wherever required by applicable Legal Requirements to perfect (to the extent a security interest in such Pledged Collateral may be so perfected under applicable Legal Requirements), continue and maintain a valid, enforceable, first priority security interest (subject to Permitted Liens) in the Pledged Collateral as provided herein and to use commercially reasonable efforts to preserve the other rights and interests granted to the Collateral Agent hereunder, as against third parties, with respect to the Pledged Collateral.

  • Perfected Liens The Collateral Agent shall have obtained a valid security interest in the Collateral covered by the Guarantee and Collateral Agreement (to the extent and with the priority contemplated therein and in the ABL/Term Loan Intercreditor Agreement); and all documents, instruments, filings and recordations reasonably necessary in connection with the perfection and, in the case of the filings with the United States Patent and Trademark Office and the United States Copyright Office, protection of such security interests shall have been executed and delivered or made, or shall be delivered or made substantially concurrently with the initial funding pursuant to the Debt Financing under the Loan Documents pursuant to arrangements reasonably satisfactory to the Administrative Agent or, in the case of UCC filings, written authorization to make such UCC filings shall have been delivered to the Collateral Agent, and none of such Collateral shall be subject to any other pledges or security interests except for Permitted Liens or pledges or security interests to be released on the Closing Date; provided that with respect to any such Collateral the security interest in which may not be perfected by filing of a UCC financing statement or by possession of certificated Capital Stock of the Borrower or its Domestic Subsidiaries (to the extent constituting Collateral) (provided that certificated Capital Stock of the Waterworks Business and its Subsidiaries will only be required to be delivered on the Closing Date to the extent received from the Sellers, so long as the Borrower has used commercially reasonable efforts to obtain them on the Closing Date), if perfection of the Collateral Agent’s security interest in such Collateral may not be accomplished on or before the Closing Date after the applicable Loan Party’s commercially reasonable efforts to do so, then delivery of documents and instruments for perfection of such security interest shall not constitute a condition precedent to the initial borrowings hereunder if the applicable Loan Party agrees to deliver or cause to be delivered such documents and instruments, and take or cause to be taken such other actions as may be reasonably necessary to perfect such security interests in accordance with Subsection 7.13 and otherwise pursuant to arrangements to be mutually agreed by the applicable Loan Party and the Administrative Agent acting reasonably, but in no event later than the 91st day after the Closing Date (unless otherwise agreed by the Administrative Agent in its sole discretion).

  • Valid Security Interest This Agreement creates a valid and continuing security interest (as defined in the applicable UCC) in the Sold Property in favor of the Issuer, which is prior to all other Liens, other than Permitted Liens, and is enforceable against creditors of and purchasers from the Depositor.

  • Title, Perfection and Priority The Grantor has good and valid rights in or the power to transfer the Collateral and title to the Collateral with respect to which it has purported to grant a security interest in, and Lien on, hereunder, free and clear of all Liens except for Liens permitted under Section 4.1(e), and has full power and authority to grant to the Lender the security interest in and Lien on such Collateral pursuant hereto. When financing statements have been filed in the appropriate offices against the Grantor in the locations listed on Exhibit H, the Lender will have a fully perfected first priority security interest in that Collateral in which a security interest may be perfected by filing, subject only to Liens permitted under Section 4.1(e).

  • Security Interest/Priority This Security Agreement creates a valid security interest in favor of the Agent, for the benefit of the Lenders, in the Collateral of such Obligor and, when properly perfected by filing, shall constitute a valid perfected security interest in such Collateral, to the extent such security can be perfected by filing under the UCC, free and clear of all Liens except for Permitted Liens.

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