Failure to Perfect Sample Clauses

Failure to Perfect. Agent’s failure to record any Security Document or file any UCC financing statements (or Agent’s improper recording or filing of any thereof) or to otherwise perfect, protect, secure, or insure any security interest or lien given as security for the Loan; or

Failure to Perfect. All Liens on the Collateral securing any First Lien Obligations shall be and remain senior in all respects and prior to all Liens on the Collateral securing any Second Lien Obligations for all purposes, notwithstanding any failure of the First Lien Collateral Agent or the First Lien Claimholders to adequately perfect its security interests in the Collateral, the subordination of any Lien on the Collateral securing any First Lien Obligations to any Lien securing any other obligation of any Grantor, or the avoidance, invalidation or lapse of any Lien on the Collateral securing any First Lien Obligations.

Failure to Perfect. The Secured Party shall not be liable or accountable for any negligence or failure to perfect the Security Interest granted herein or to seize, collect, realize, sell or obtain possession or payment of or for the Collateral or any part thereof and shall not be bound to institute proceedings for the purpose of seizing, collecting, realizing, selling or obtaining possession or payment of the same or, for the purpose of preserving the rights of a Debtor or any other Person, firm or corporation in respect of same.

Failure to Perfect. Subject to Section 2.2(c), the Liens upon the ABL Priority Collateral securing the ABL Obligations shall be and remain senior in all respects and prior to the Liens on the ABL Priority Collateral securing the Term Loan Obligations, and the Liens on the Term Loan Priority Collateral securing the Term Loan Obligations shall be and remain senior in all respects and prior to the Liens on the Term Loan Priority Collateral securing the ABL Obligations, notwithstanding any failure of any Claimholder to perfect its Lien upon its respective Priority Collateral, the subordination of its Lien on such Priority Collateral to any Lien securing any other obligation of any Grantor, or the avoidance, invalidation or lapse of its Lien on such Priority Collateral.

Failure to Perfect. Notwithstanding any failure of any Claimholder to perfect its security interest in its respective Priority Collateral, the subordination of its Lien on such Priority Collateral to any Lien securing any other obligation of any Grantor, or the avoidance, invalidation or lapse of its Lien on such Priority Collateral: (a) subject to Section 2.2(c), the Liens upon the Working Capital Priority Collateral securing the Working Capital Obligations shall be and remain senior in all respects and prior to the Liens on the Working Capital Priority Collateral securing the Term Loan Obligations and any Additional Obligations, (b) subject to Section 2.2(d), the Liens on the Term Loan Priority Collateral securing the Term Loan Obligations shall be and remain senior in all respects and prior to the Liens on the Term Loan Priority Collateral securing the Working Capital Obligations, and the Liens on any Collateral securing the Term Loan Obligations shall be pari passu and equal in priority in all respects with any Liens on such Collateral securing any Additional Obligations, and (c) subject to Section 2.2(e), the Liens on the Term Loan Priority Collateral securing any Additional Obligations shall be and remain senior in all respects and prior to the Liens on the Term Loan Priority Collateral securing the Working Capital Obligations, and the Liens on any Collateral securing any Additional Obligations shall be pari passu and equal in priority in all respects with any Liens on such Collateral securing the Term Loan Obligations and any other Additional Obligations.

Failure to Perfect. Bank's failure to record the Mortgage or to file any UCC financing statements (or Bank's improper recording or filing of any thereof or failure to continue same) or to otherwise perfect, protect, secure or insure any security interest or lien given as security for any of the obligations described in any of the Bank Documents;

Failure to Perfect. The Administrative Agent’s failure to file any UCC financing statements (or the Administrative Agent’s improper recording or filing of any thereof) or to otherwise perfect, protect, secure, or insure any security interest or lien given as security for the NMLP Loan;

Failure to Perfect. Notwithstanding any failure of any Claimholder to perfect its security interest in its respective Priority Collateral, the subordination of its Lien on such Priority Collateral to any Lien securing any other obligation of any Grantor, or the avoidance, invalidation or lapse of its Lien on such Priority Collateral: (a) the Liens upon the Working Capital Priority Collateral securing the Working Capital Obligations shall be and remain senior in all respects and prior to the Liens on the Working Capital Priority Collateral securing the Term Loan Obligations; and (b) the Liens on the Term Loan Priority Collateral securing the Term Loan Obligations shall be and remain senior in all respects and prior to the Liens on the Term Loan Priority Collateral securing the Working Capital Obligations.

Failure to Perfect. If any Company Dissenting Shareholder shall fail to perfect or shall have effectively withdrawn or lost such right to dissent, each share of Company Common Stock of such Company Dissenting Shareholder shall be deemed to be an Undesignated Share and shall be converted at Parent’s discretion into the right to receive the Cash Consideration or the Stock Consideration.

Failure to Perfect. Each Company Capital Share held by Stockholders who have failed to perfect, or who have withdrawn or lost, their rights to appraisal of such shares under Section 262 of the DGCL will be deemed to have been converted into, and to have become exchangeable for, the right to receive the Merger Consideration as of the Effective Time, without interest. The Merger Consideration will be paid upon surrender of each certificate that formerly evidenced such Company Capital Shares as provided in Section 2.1.1.