Common use of Filings and Lien Searches Clause in Contracts

Filings and Lien Searches. The Obligors shall have authorized, executed and delivered each of the following: (1) UCC Financing Statements (Form UCC-1) in appropriate form for filing under the UCC and any other applicable law, rule or regulation in each jurisdiction as may be necessary or appropriate to perfect the Liens created, or purported to be created, by the Security Documents; (2) certified copies of Requests for Information (Form UCC-11), tax lien, judgment lien and pending lawsuit searches or equivalent reports or lien search reports, each of a recent date listing all effective financing statements, lien notices or comparable documents that name any Obligor as debtor and that are filed in those state, county and other jurisdictions in which any of the Collateral of such Obligor is located, the state, county and other jurisdictions in which each such Person's principal place of business is located and the state in which such Person is organized, none of which encumber the Collateral covered or intended to be covered by the Security Agreement other than those encumbrances which constitute Prior Liens and other Liens expressly permitted by the terms of the applicable Security Document; and (3) evidence of arrangements for (A) the completion of all recordings and filings of, or with respect to, the Security Documents, including, to the extent required by Lead Arranger, filings with the United States Patent and Trademark Office and United States Copyright Office, and (B) the taking of all actions as may be necessary or, in the opinion of Agents, desirable, to perfect the Liens created, or purported to be created, by the Security Documents.

Filings and Lien Searches. The Obligors shall have authorized, -------------------------- executed and delivered each of the following: (1) UCC Financing Statements (Form UCC-1UCC-1 or UCC-2, as appropriate) in appropriate form for filing under the UCC and any other applicable law, rule or regulation Requirements of Law in each jurisdiction as may be necessary or appropriate to perfect the Liens created, or purported to be created, by the Security Documents; (2) certified copies of Requests for Information (Form UCC-11), tax lien, judgment lien and pending lawsuit searches or equivalent reports or lien search reports, each of a recent date listing all effective financing statements, lien notices or comparable documents that name any Obligor as debtor and that are filed in those state, state and county and other jurisdictions in which any of the Collateral of such Obligor is located, located and the state, state and county and other jurisdictions in which each such PersonObligor's principal place of business is located and the state in which such Person is organizedlocated, none of which encumber the Collateral covered or intended to be covered by the Security Agreement Documents other than those encumbrances which constitute Prior Liens and Liens; (3) to the extent equipment or inventory is maintained on a leased premise located in a Covered Property, a copy of each Lease or other Liens expressly permitted by the terms of the applicable Security Documentagreement relating to such possessory interest; and (34) evidence of arrangements for (A) the completion of all recordings and filings of, or with respect to, the Security DocumentsAgreement, including, to the extent required by Lead Arranger, including filings with the United States Patent Patent, Trademark and Trademark Office and United States Copyright Officeoffices, and (B) delivery of such other security and other documents, including, without limitation, financial account consent letters and consents of counter parties to contracts and leases, and the taking of all actions as may be necessary or, in the opinion of AgentsAdministrative Agent, desirable, to perfect the Liens created, or purported to be created, by the Security DocumentsAgreement, except for any of the foregoing to be provided after the Closing Date pursuant to Section 9.13 hereof.

Filings and Lien Searches. The Obligors shall have authorized, executed and delivered each of the followingfollowing to the extent not delivered on the Original Closing Date: (1) UCC Financing Statements (Form UCC-1) or UCC amendments (Form UCC-3) in appropriate form for filing under the UCC and any other applicable law, rule or regulation in each jurisdiction as may be necessary or appropriate to perfect the Liens created, or purported to be created, by the Security Documents; (2) certified copies of Requests for Information (Form UCC-11), tax lien, judgment lien and pending lawsuit searches or equivalent reports or lien search reports, each of a recent date listing all effective financing statements, lien notices or comparable documents that name any Obligor of Xxxxxxx Company or its Subsidiaries as debtor and that are filed in those state, state and county and other jurisdictions in which any of the Collateral of such Obligor Person is located, located and the state, state and county and other jurisdictions in which each such Person's principal place of business is located and the state in which such Person is organizedlocated, none of which encumber the Collateral covered or intended to be covered by the Security Agreement other than those encumbrances which constitute Prior Liens Liens; (3) to the extent equipment or inventory is maintained on a leased premise, a copy of each Lease or other agreement relating to such possessory interest in such leased premise; (4) with respect to each Mortgage executed prior to the date hereof, a Mortgage Amendment and endorsements (in form and substance satisfactory to the Lead Arranger and the Administrative Agent) to the title insurance policies relating thereto, and delivery of such other Liens expressly permitted by security or other documents and the terms taking of all actions as may be necessary or, in the opinion of the applicable Security DocumentLead Arranger, desirable, to perfect or continue the Liens created, or purported to be created by such Mortgages; and (35) evidence of arrangements for (A) the completion of all recordings and filings of, or with respect to, the Security DocumentsAgreement, including, to the extent required by Lead Arranger, including filings with the United States Patent Patent, Trademark and Trademark Office and United States Copyright Officeoffices, and (B) delivery of such other security and other documents and the taking of all actions as may be necessary or, in the opinion of Agentsthe Lead Arranger, desirable, to perfect or continue the Liens created, or purported to be created, by the Security DocumentsAgreement.

Filings and Lien Searches. The Obligors shall have authorized, executed and delivered each of the following: (1A) UCC Financing Statements (Form UCC-1) in appropriate form for filing under the UCC UCC, and financing statements under any other applicable law, rule or regulation in each jurisdiction as may be necessary or appropriate to perfect the Liens created, or purported to be created, by the U.S. Security DocumentsDocuments as first priority Liens, subject only to Prior Liens; (2B) certified copies of Requests for Information (Form UCC-11), tax lien, judgment lien and pending lawsuit searches or equivalent reports or lien Lien search reportsreports in the relevant jurisdictions, each of a recent date date, listing all effective financing statements, lien Lien notices or comparable documents that name any U.S. Obligor as debtor and that are filed in those state, county and other jurisdictions in which any of the Collateral of such U.S. Obligor is located, the state, county and other jurisdictions in which each such Person's ’s principal place of business is located and the state in state, county or other jurisdiction under the basis of which such Person is organized, none of which encumber the Collateral covered or intended to be covered by the U.S. Security Agreement Documents other than those encumbrances which constitute Prior Liens and other Liens expressly permitted by the terms of the applicable U.S. Security Document, including Permitted Liens; and (3C) evidence of arrangements for (Ai) the completion of all registrations, recordings and filings of, or with respect to, the U.S. Security Documents, including, to the extent required by Lead Arrangerthe Administrative Agent, filings with the United States Patent and Trademark Office and Office, the United States Copyright OfficeOffice and in or with any other relevant Governmental Authority, and (Bii) the taking of all actions as may be necessary or, in the opinion of Agentsthe Administrative Agent, desirable, desirable to perfect the Liens created, or purported to be created, by the U.S. Security DocumentsDocuments as first priority Liens, subject only to Prior Liens.

Filings and Lien Searches. The Obligors shall have authorized, executed and delivered each of the following: : (1) UCC Financing Statements (Form UCC-1) in appropriate form for filing under the UCC and any other applicable law, rule or regulation in each jurisdiction as may be necessary or appropriate to perfect the Liens created, or purported to be created, by the Security Documents; ; (2) certified copies of Requests for Information (Form UCC-11), tax lien, judgment lien and pending lawsuit searches or equivalent reports or lien search reports, each the results of a recent date listing all effective financing statementslien, lien notices or comparable documents that name any Obligor tax and judgment search against each Company as debtor in each of the jurisdictions and that offices where (a) assets of each Company are filed in those statelocated or recorded, county and other jurisdictions in which (b) any of the Collateral of such Obligor is located, the state, county located and other jurisdictions in which (c) each such PersonCompany's principal place of business is located located, and the state in which such Person is organized, none search shall reveal no liens on any of which encumber the Collateral covered or intended to be covered by the Security Agreement other than those encumbrances which constitute Prior Liens and other Liens expressly their assets except for liens permitted by the terms of Credit Documents or liens to be discharged in connection with the applicable Security Documenttransactions contemplated hereby; and and (3) evidence of arrangements for (A) the completion of all recordings and filings of, or with respect to, the Security Documents, including, to the extent required by Lead ArrangerArrangers, filings with the United States Patent Patent, Trademark and Trademark Office Copyright offices, (B) delivery of such other security and United States Copyright Officeother documents, and (BC) the taking of all actions as may be necessary or, in the reasonable opinion of Agentsthe Lead Arranger, desirable, to perfect the Liens created, or purported to be created, by the Security Documents.Agreement. (xx) CONDITIONS RELATING TO MORTGAGED REAL PROPERTY AND REAL PROPERTY. On or prior to the Closing Date, each Obligor to enter into a Mortgage shall have caused to be delivered to the Administrative Agent, on behalf of the Lenders, the following documents and instruments: (i) a Mortgage encumbering each Mortgaged Real Property in favor of the Administrative Agent, for the benefit of the Lenders, in form for recording in the recording office of each jurisdiction where each such Mortgaged Real Property is situated, together with such other documentation as shall be required to create a lien under applicable law, and other similar statements as are contemplated by the counsel opinions described in subsection 7.01(i)(3) hereof in respect of such Mortgage, all of which shall be in form and substance reasonably satisfactory to the Lead Arranger, which Mortgage and other instruments shall be effective to create a first priority Lien on such Mortgaged Real Property subject to no Liens other than Prior Liens applicable to such Mortgaged Real Property; (ii) with respect to each Mortgaged Real Property, such consents, approvals, estoppels, tenant subordination agreements or other instruments as necessary or as shall be reasonably deemed required by the Lead Arranger to consummate the transactions contemplated hereby or to grant the Lien contemplated by the Mortgage; and (iii) the following documents and instruments: (1) with respect to each Mortgage, a policy (or commitment to issue a policy) of title insurance insuring (or committing to insure) the Lien of such Mortgage as a valid first priority Lien on the real property and fixtures described therein in an amount not less than 115% of the fair market value thereof which policy (or commitment) shall (a) be issued by the Title Company, (b) include such reinsurance arrangements (with provisions for direct access) as shall be reasonably acceptable to the Lead Arranger, (c) have been supplemented by such endorsements (or where such endorsements are not available, opinions of special counsel or other professionals reasonably acceptable to the Lead Arranger) as shall be reasonably requested by the Lead Arranger, (d) such affidavits and instruments of indemnification as shall be reasonably required to induce the Title Company to issue the policy or policies (or commitment) and endorsements contemplated in this subparagraph (iii) and (e) contain no exceptions to title other than exceptions for (x) Liens of the type described in clauses (a), (b), (c), (d) and (f) of the definition of Permitted Liens, (y) any Lien of the type described in clause (s) of the definition of Permitted Liens to the extent the original Lien is permitted hereunder and (z) the Prior Liens applicable to such Mortgaged Real Property; (2) with respect to each Mortgaged Real Property (other than as set forth on SCHEDULE 7.01(XX)), a Survey; (3) with respect to each Mortgaged Real Property, policies or certificates of insurance as required by the Mortgage relating thereto; (4) with respect to each Mortgaged Real Property, UCC, judgment and tax lien searches complying with Section 7.01(xix)(ii) above;