Financing Statements; Further Assurances. (a) The Secured Parties hereby: (i) designate Mr. Xxxx Xxxxxxxx as the representative of the Secured Parties (the “Representative”) to act on behalf of the Secured Parties as their representative in accordance with the terms of the Security Agreement with respect to the filing of any initial financing statements and amendments thereto, and any termination statements thereof; (ii) agree and consent that the Representative be named as the sole secured party on any and all financing statements and security agreements filed pursuant to this Security Agreement for the ratable benefit of all the Secured Parties; and (iii) agree that the Representative is authorized to file any and all terminations of such financing statements at such time or times as it determines is appropriate pursuant to the Security Agreement. (b) As soon as practicable following the execution and delivery of this Amendment and upon the authorization of the Representative on behalf of the Secured Parties, the Company shall: (i) file with the State of Delaware and any other offices that the Representative may reasonably request in writing an initial financing statement that (i) indicates the Collateral (A) as all assets of the Company or words of similar effect, regardless of whether any particular asset comprised in the Collateral falls within the scope of Article 9 of the UCC of the state or such jurisdiction or whether such assets are included in the Collateral hereunder, or (B) as being of an equal or lesser scope or with greater detail, and (ii) contains any other information required by Article 9 of the UCC of the state or such jurisdiction for the sufficiency or filing office acceptance of any financing statement or amendment, including whether the Company is an organization, the type of organization, and any organization identification number issued to the Company; (ii) file with the U.S. Patent and Trademark Office, such financing statements and/or patent security agreements in the form necessary to record the Liens granted hereunder on the Company’s patents and patent applications; and (iii) upon the reasonable request of the Representative, file such additional financing statements and other documents, including amendments to the financing statements, it in order to maintain the Liens in the Collateral. (c) Until the Obligations are paid and performed in full, the Company covenants and agrees that it will, at its own expense and upon the reasonable request of the Majority in Interest or the Security Agent if one has been duly appointed at such time, but in all cases subject to the rights of the grantees of the Permitted Liens: (i) after an Event of Default, file or cause to be filed such applications and take such other actions as the Majority in Interest or a duly appointed Security Agent may reasonably request to obtain the consent or approval of any governmental authority to the rights of the Secured Parties and the Security Agent hereunder, including, without limitation, the right to sell all the Collateral upon an Event of Default without additional consent or approval from such governmental authority; (ii) from time to time, either before or after an Event of Default, promptly execute and deliver to the duly appointed Security Agent all such other assignments, certificates, supplemental documents, and financing statements, and do all other acts or things as the Majority in Interest or duly appointed Security Agent may reasonably request in order to more fully create, evidence, perfect, continue, and preserve the priority of the Security Interest and to carry out the provisions of this Agreement; and (iii) either before or after an Event of Default, pay all filing fees in connection with any financing, continuation, or termination statement or other instrument with respect to the Security Interest.
Appears in 2 contracts
Samples: Security Agreement, Security Agreement (Authentidate Holding Corp)
Financing Statements; Further Assurances. (a) The Secured Parties hereby: (i) designate Mr. Xxxx Xxxxxxxx as the representative of the Secured Parties (the “Representative”) to act on behalf of the Secured Parties as their representative in accordance with the terms of the Security Agreement with respect to the filing of any initial financing statements and amendments thereto, and any termination statements thereof; (ii) agree and consent that the Representative shall be named as the sole secured party parties on any and all financing statements and security agreements filed pursuant to this Security Agreement for the ratable benefit of all of the Secured Parties; , and (iii) agree that the Representative is Majority in Interest of the Secured Parties are authorized to file any and all terminations of such financing statements at such time or times as it determines is appropriate pursuant to the Security Agreement.
(b) As soon as practicable following the execution and delivery of this Amendment Security Agreement and upon the authorization of the Representative on behalf Majority in Interest of the Secured Parties, the Company shall:
(i) file with the State of Delaware and any other offices that the Representative Majority in Interest of the Secured Parties may reasonably request in writing an initial financing statement that (i) indicates the Collateral (A) as all assets in a manner consistent with the definition of the Company or words of similar effect, regardless of whether any particular asset comprised term “Collateral” as contained in the Collateral falls within the scope of Article 9 of the UCC of the state or such jurisdiction or whether such assets are included in the Collateral hereunder, or (B) as being of an equal or lesser scope or with greater detailthis Security Agreement, and (ii) contains any other information required by Article 9 of the UCC of the state or such jurisdiction for the sufficiency or filing office acceptance of any financing statement or amendment, including whether the Company is an organization, the type of organization, and any organization identification number issued to the Company;
(ii) file with the U.S. Patent and Trademark Office, such financing statements and/or patent security agreements in the form necessary to record the Liens granted hereunder on the Company’s patents and patent applications; and
(iii) upon the reasonable request of the RepresentativeMajority in Interest of the Secured Parties, file such additional financing statements and other documents, including amendments to the financing statements, it in order to maintain the Liens in the Collateral.
(c) Until the Obligations are paid and performed in full, the Company covenants and agrees that it will, at its own expense and upon the reasonable request of the Majority in Interest or the Security Agent if one has been duly appointed at such timeInterest, but in all cases subject to the rights of the grantees of the Permitted Liens: (i) after an Event of Default, file or cause to be filed such applications and take such other actions as the Majority in Interest or a duly appointed Security Agent may reasonably request to obtain the consent or approval of any governmental authority to the rights of the Secured Parties and the Security Agent hereunder, including, without limitation, the right to sell all the Collateral upon an Event of Default without additional consent or approval from such governmental authority; (ii) from time to time, either before or after an Event of Default, promptly execute and deliver to the duly appointed Security Agent Secured Parties all such other assignments, certificates, supplemental documents, and financing statements, and do all other acts or things as the Majority in Interest or duly appointed Security Agent may reasonably request in order to more fully create, evidence, perfect, continue, and preserve the priority of the Security Interest and to carry out the provisions of this Security Agreement; and (iii) either before or after an Event of Default, pay all filing fees in connection with any financing, continuation, or termination statement or other instrument with respect to the Security Interest.
Appears in 1 contract
Financing Statements; Further Assurances. (a) The Secured Parties hereby: (i) designate Mr. Xxxx Xxxxxxxx as the representative of the Secured Parties (the “Representative”) to act on behalf of the Secured Parties as their representative in accordance In connection with the terms of Purchase described above, the Security Agreement Seller agrees at its expense, to record and file financing statements (and continuation statements when applicable) with respect to the filing Purchased Assets conveyed by it or by the Transferor meeting the requirements of any initial financing statements applicable law in such manner and amendments theretoin such jurisdictions as are necessary or desirable to perfect and maintain the perfection of the transfer and assignment of its interest in the Purchased Assets to the Issuer, and any termination statements thereof; (ii) agree and consent that the Representative be named as the sole secured party on any and all to deliver a file stamped copy of each such financing statements and security agreements filed pursuant to this Security Agreement for the ratable benefit of all the Secured Parties; and (iii) agree that the Representative is authorized to file any and all terminations statement or other evidence of such financing statements at such time or times as it determines is appropriate pursuant filing to the Security AgreementIssuer as soon as practicable after the Closing Date.
(b) As soon as practicable following the execution and delivery of this Amendment and upon the authorization Each of the Representative on behalf of the Secured Parties, the Company shall:
(i) file with the State of Delaware and any other offices that the Representative may reasonably request in writing an initial financing statement that (i) indicates the Collateral (A) as all assets of the Company or words of similar effect, regardless of whether any particular asset comprised in the Collateral falls within the scope of Article 9 of the UCC of the state or such jurisdiction or whether such assets are included in the Collateral hereunder, or (B) as being of an equal or lesser scope or with greater detail, and (ii) contains any other information required by Article 9 of the UCC of the state or such jurisdiction for the sufficiency or filing office acceptance of any financing statement or amendment, including whether the Company is an organization, the type of organization, and any organization identification number issued to the Company;
(ii) file with the U.S. Patent and Trademark Office, such financing statements and/or patent security agreements in the form necessary to record the Liens granted hereunder on the Company’s patents and patent applications; and
(iii) upon the reasonable request of the Representative, file such additional financing statements and other documents, including amendments to the financing statements, it in order to maintain the Liens in the Collateral.
(c) Until the Obligations are paid and performed in full, the Company covenants and agrees that it will, at its own expense and upon the reasonable request of the Majority in Interest or the Security Agent if one has been duly appointed at such time, but in all cases subject to the rights of the grantees of the Permitted Liens: (i) after an Event of Default, file or cause to be filed such applications and take such other actions as the Majority in Interest or a duly appointed Security Agent may reasonably request to obtain the consent or approval of any governmental authority to the rights of the Secured Parties Seller and the Security Agent hereunder, including, without limitation, the right Transferor further agrees to sell all the Collateral upon an Event of Default without additional consent or approval from such governmental authority; (ii) from time to time, either before or after an Event of Default, promptly execute and deliver (or cause the Servicer or the related Sub-Servicer to the duly appointed Security Agent execute and deliver) all such other assignments, certificates, supplemental further instruments and documents, and financing statementstake all further action, and do all other acts that the Issuer or things as the Majority in Interest or duly appointed Security Agent Indenture Trustee may reasonably request in order to (i) perfect, protect or more fully create, evidence, perfect, continue, and preserve evidence the priority Purchases of the Security Interest Purchased Assets hereunder, (ii) to enable the Issuer and its successors and assigns to carry out the provisions exercise or enforce any of this Agreement; and its rights hereunder or under any other Transaction Document to which it is a party or (iii) to enable the Indenture Trustee to exercise or enforce any of its rights under the Indenture.
(c) Each of the Seller and the Transferor hereby authorizes the Issuer and its successors and assignees to execute and file one or more financing or continuation statements and amendments thereto and assignments thereof with respect to all or any of the Purchased Assets, in each case whether now existing or hereafter purchased or generated. If (i) either before the Seller or after an Event the Transferor fails to perform any of Defaultits agreements or obligations under this Agreement and does not remedy such failure within the applicable cure period, pay all filing fees if any, and (ii) the Issuer or its successors or assignees in good faith reasonably believes that the performance of such agreements and obligations is necessary or appropriate to protect the interests of the Issuer or its successors or assignees under this Agreement, then the Issuer or its successors or assignees May (but shall not be required to) perform or cause performance of such agreement or obligation, and the reasonable expenses of the Issuer or its assignees incurred in connection with any financing, continuation, or termination statement or other instrument with respect to such performance shall be payable by the Security InterestSeller as provided in Section 5.
Appears in 1 contract
Financing Statements; Further Assurances. (a) The Secured Parties hereby: (i) designate Mr. Xxxx Xxxxxxxx as the representative of the Secured Parties (the “Representative”) to act on behalf of the Secured Parties as their representative in accordance with the terms of the Security Agreement with respect to the filing of any initial financing statements and amendments thereto, and any termination statements thereof; (ii) agree and consent that the Representative be named as the sole secured party on any and all financing statements and security agreements filed pursuant to this Security Agreement for the ratable benefit of all the Secured Parties; and (iii) agree that the Representative is authorized to file any and all terminations of such financing statements at such time or times as it determines is appropriate pursuant to the Security Agreement.
(b) As soon as practicable following the execution and delivery of this Amendment and upon the authorization of the Representative on behalf of the Secured Parties, the Company shall:
(i) file with the State of Delaware and any other offices that the Representative may reasonably request in writing an initial financing statement that (i) indicates the Collateral (A) as all assets of the Company or words of similar effect, regardless of whether any particular asset comprised in the Collateral falls within the scope of Article 9 of the UCC of the state or such jurisdiction or whether such assets are included in the Collateral hereunder, or (B) as being of an equal or lesser scope or with greater detail, and (ii) contains any other information required by Article 9 of the UCC of the state or such jurisdiction for the sufficiency or filing office acceptance of any financing statement or amendment, including whether the Company is an organization, the type of organization, and any organization identification number issued to the Company;
(ii) file with the U.S. Patent and Trademark Office, such financing statements and/or patent security agreements in the form necessary to record the Liens granted hereunder on the Company’s patents and patent applications; and
(iii) upon the reasonable request of the Representative, file such additional financing statements and other documents, including amendments to the financing statements, it in order to maintain the Liens in the Collateral.
(c) Until the Obligations are paid and performed in full, the Company covenants and agrees that it will, at its own expense and upon the reasonable request of the Majority in Interest or the Security Agent if one has been duly appointed at such time, but in all cases subject to the rights of the grantees of the Permitted Liens: (i) after an Event of Default, file or cause to be filed such applications and take such other actions as the Majority in Interest or a duly appointed Security Agent may reasonably request to obtain the consent or approval of any governmental authority to the rights of the Secured Parties and the Security Agent hereunder, including, without limitation, the right to sell all the Collateral upon an Event of Default without additional consent or approval from such governmental authority; (ii) from time to time, either before or after an Event of Default, promptly execute and deliver to the duly appointed Security Agent all such other assignments, certificates, supplemental documents, and financing statements, and do all other acts or things as the Majority in Interest or duly appointed Security Agent may reasonably request in order to more fully create, evidence, perfect, continue, and preserve the priority of the Security Interest and to carry out the provisions of this Agreement; and (iii) either before or after an Event of Default, pay all filing fees in connection with any financing, continuation, or termination statement or other instrument with respect to the Security Interest.
Appears in 1 contract
Financing Statements; Further Assurances. (a) The Secured Parties hereby: (i) designate Mr. Xxxx Xxxxxxxx as the representative of the Secured Parties (the “Representative”) to act on behalf of the Secured Parties as their representative in accordance with the terms of Company hereby irrevocably authorizes the Security Agreement with respect Agent at any time and from time to the filing of time to file in any UCC jurisdiction any initial financing statements and amendments thereto, and any termination statements thereof; thereto (ii) agree and consent that without the Representative be named as the sole secured party on any and all financing statements and security agreements filed pursuant to this Security Agreement requirement for the ratable benefit of all the Secured Parties; and (iiiCompany’s signature thereon) agree that the Representative is authorized to file any and all terminations of such financing statements at such time or times as it determines is appropriate pursuant to the Security Agreement.
(b) As soon as practicable following the execution and delivery of this Amendment and upon the authorization of the Representative on behalf of the Secured Parties, the Company shall:
(i) file with the State of Delaware and any other offices that the Representative may reasonably request in writing an initial financing statement that (i) indicates indicate the Collateral (A) as all assets of the Company or words of similar effect, regardless of whether any particular asset comprised in the Collateral falls within the scope of Article 9 of the UCC of the state or such jurisdiction or whether such assets are included in the Collateral hereunder, or (B) as being of an equal or lesser scope or with greater detail, and (ii) contains contain any other information required by Article 9 of the UCC of the state or such jurisdiction for the sufficiency or filing office acceptance of any financing statement or amendment, including whether the Company is an organization, the type of organization, and any organization identification number issued to the Company;
(ii) file with the U.S. Patent and Trademark Office, such financing statements and/or patent security agreements in the form necessary . The Company agrees to record the Liens granted hereunder on the Company’s patents and patent applications; and
(iii) upon the reasonable request of the Representative, file such additional financing statements and other documents, including amendments furnish to the financing statements, it in order to maintain Security Agent any such information reasonably required by the Liens in Security Agent for the Collateralpurposes contemplated by this Section 2.2.
(cb) Until the Obligations are paid and performed in full, the Company covenants and agrees that it will, at its own expense and upon the reasonable request of the Majority in Interest or the Security Agent if one has been duly appointed at such timeand, but in all cases subject to the rights of Intercreditor Agreement, upon the grantees of the Permitted LiensSecurity Agent’s reasonable request: (i) after an Event of Default, file or cause to be filed such applications and take such other actions as the Majority in Interest or a duly appointed Security Agent may reasonably request to obtain the consent or approval of any governmental authority to the rights of the Secured Parties and the Security Agent hereunder, including, without limitation, the right to sell all the Collateral upon an Event of Default without additional consent or approval from such governmental authority; (ii) from time to time, either before or after an Event of Default, promptly execute and deliver to the duly appointed Security Agent all such other assignments, certificates, supplemental documents, and financing statements, and do all other acts or things as the Majority in Interest or duly appointed Security Agent may reasonably request in order to more fully create, evidence, perfect, continue, and preserve the priority of the Security Interest and to carry out the provisions of this Agreement; and (iii) either before or after an Event of Default, pay all filing fees in connection with any financing, continuation, or termination statement or other instrument with respect to the Security Interest.
Appears in 1 contract
Financing Statements; Further Assurances. (a) The Secured Parties hereby: (i) designate Mr. Xxxx Xxxxxxxx the Lead Investor as the representative of the Secured Parties (the “RepresentativeCollateral Agent”) to act on behalf of the Secured Parties as their representative in accordance with the terms of the Security Agreement with respect to the filing of any initial financing statements and amendments thereto, and any termination statements thereof; (ii) agree and consent that the Representative Collateral Agent be named as the sole secured party on any and all financing statements and security agreements filed pursuant to this Security Agreement for the ratable benefit of all the Secured Parties; and (iii) agree that the Representative Collateral Agent is authorized to file any and all terminations of such financing statements at such time or times as it determines is appropriate pursuant to the Security Agreement.
(b) As soon as practicable following the execution and delivery of this Amendment Agreement and upon the authorization of the Representative Collateral Agent on behalf of the Secured Parties, the Company shall:
(i) file with the State of Delaware and any other offices that the Representative Collateral Agent may reasonably request in writing an initial financing statement that (i) indicates the Collateral (A) as all assets in a manner consistent with the definition of the Company or words of similar effect, regardless of whether any particular asset comprised term “Collateral” as contained in the Collateral falls within the scope of Article 9 of the UCC of the state or such jurisdiction or whether such assets are included in the Collateral hereunder, or (B) as being of an equal or lesser scope or with greater detailthis Agreement, and (ii) contains any other information required by Article 9 of the UCC of the state or such jurisdiction for the sufficiency or filing office acceptance of any financing statement or amendment, including whether the Company is an organization, the type of organization, and any organization identification number issued to the Company;
(ii) file with the U.S. Patent and Trademark Office, such financing statements and/or patent security agreements in the form necessary to record the Liens granted hereunder on the Company’s patents and patent applications; and
(iii) upon the reasonable request of the RepresentativeCollateral Agent, file such additional financing statements and other documents, including amendments to the financing statements, it in order to maintain the Liens in the Collateral.
(c) Until the Obligations are paid and performed in full, the Company covenants and agrees that it will, at its own expense and upon the reasonable request of the Majority in Interest or the Security Agent if one has been duly appointed at such timeCollateral Agent, but in all cases subject to the rights of the grantees of the Permitted Liens: (i) after an Event of Default, file or cause to be filed such applications and take such other actions as the Majority in Interest or a duly appointed Security Collateral Agent may reasonably request to obtain the consent or approval of any governmental authority to the rights of the Secured Parties and the Security Collateral Agent hereunder, including, without limitation, the right to sell all the Collateral upon an Event of Default without additional consent or approval from such governmental authority; (ii) from time to time, either before or after an Event of Default, promptly execute and deliver to the duly appointed Security Collateral Agent all such other assignments, certificates, supplemental documents, and financing statements, and do all other acts or things as the Majority in Interest or duly appointed Security Collateral Agent may reasonably request in order to more fully create, evidence, perfect, continue, and preserve the priority of the Security Interest and to carry out the provisions of this Agreement; and (iii) either before or after an Event of Default, pay all filing fees in connection with any financing, continuation, or termination statement or other instrument with respect to the Security Interest.
Appears in 1 contract
Financing Statements; Further Assurances. (a) The Secured Parties hereby: (i) designate Mr. Xxxx Xxxxxxxx Each Obligor hereby authorizes the Agent to file, transmit or communicate, as the representative of the Secured Parties (the “Representative”) to act on behalf of the Secured Parties as their representative in accordance with the terms of the Security Agreement with respect to the filing of any initial applicable, UCC financing statements and amendments thereto(collectively, and any termination statements thereof; (ii"Financing Statements") agree and consent in order to perfect each Secured Party's first priority security interest in the Collateral without such Obligor's signature to the extent permitted by applicable law, provided that the Representative be named as the sole secured party Agent shall concurrently copy such Obligor on any and all financing statements and security agreements filed pursuant to this Security Agreement for the ratable benefit of all the Secured Parties; and (iii) agree that the Representative is authorized to file any and all terminations of such financing statements at such time or times as it determines is appropriate pursuant filings. In addition to the Security Agreement.
(b) As soon as practicable following the execution and delivery of this Amendment and foregoing, at any time upon the authorization written request of the Representative on behalf of the Secured PartiesAgent, the Company shall:
such Obligor shall promptly (i) file with the State of Delaware and any other offices that the Representative may reasonably request in writing an initial financing statement that execute (i) indicates the Collateral (A) as all assets of the Company or words of similar effect, regardless of whether any particular asset comprised in the Collateral falls within the scope of Article 9 of the UCC of the state or such jurisdiction or whether such assets are included in the Collateral hereunder, or (B) as being of an equal or lesser scope or with greater detail, and (ii) contains any other information required by Article 9 of the UCC of the state or such jurisdiction for the sufficiency or filing office acceptance of any financing statement or amendment, including whether the Company is an organization, the type of organization, and any organization identification number issued to the Company;
(ii) file with the U.S. Patent and Trademark Office, such financing statements and/or patent security agreements in the form necessary to record the Liens granted hereunder on the Company’s patents and patent applications; and
(iii) upon the reasonable request of the Representative, file such additional financing statements and other documents, including amendments to the financing statements, it in order to maintain the Liens in the Collateral.
(c) Until the Obligations are paid and performed in full, the Company covenants and agrees that it will, at its own expense and upon the reasonable request of the Majority in Interest or the Security Agent if one has been duly appointed at such time, but in all cases subject to the rights of the grantees of the Permitted Liens: (i) after an Event of Default, file or cause to be filed such applications and take such other actions as the Majority in Interest or a duly appointed Security Agent may reasonably request to obtain the consent or approval of any governmental authority to the rights of the Secured Parties and the Security Agent hereunder, including, without limitation, the right to sell all the Collateral upon an Event of Default without additional consent or approval from such governmental authority; (iiexecuted) from time to time, either before or after an Event of Default, promptly execute and deliver to the duly appointed Security Agent Agent, any and all such other assignmentsagreements, Financing Statements, certificates, supplemental documents, instruments and financing statements, other documents (the "Additional Documents") upon which such Obligor's signature may be required and do all other acts or things as that the Majority in Interest or duly appointed Security Agent may reasonably request in form and substance satisfactory to the Agent, and/or (ii) perform any acts; in each case, to perfect and continue perfected or better perfect each Secured Party's security interest in the Collateral (whether now owned or hereafter arising or acquired), and in order to more fully create, evidence, perfect, continue, and preserve the priority consummate all of the Security Interest transactions contemplated hereby and under the other Transaction Documents that the Agent reasonably believes to carry out be necessary as a result of any amendment to the provisions Uniform Commercial Code in effect from time to time in any applicable jurisdiction (the "UCC"), provided, that any Additional Documents that require such Obligor to assume any new obligations shall be subject to the review and approval of this Agreement; and such Obligor, such approval not to be unreasonably withheld or delayed. Each Obligor also hereby ratifies its authorization for the Agent to have filed in any jurisdiction the Financing Statements or amendments thereto filed prior to the date hereof (iii) either before if any), copies of which have previously been provided to such Obligor. No Obligor shall terminate, amend or after an Event of Default, pay all filing fees in connection with file any financing, continuation, or termination correction statement or other instrument with respect to any Financing Statement filed pursuant to this Agreement without obtaining the Security Interestprior written consent of Secured Parties holding at least a majority of the Registrable Securities into which all of the Debentures then outstanding are convertible (without regard to any limitation on such conversion). Each Obligor appoints the Agent as such Obligor's attorney-in-fact, with a power of attorney to execute and file in any appropriate filing office on behalf of such Obligor, to the extent not performed by such Obligor within two (2) Business Days of a request therefor by the Agent, such Additional Documents and other similar instruments as the Agent may from time to time deem necessary or desirable to protect or perfect the security interest in the Collateral, provided, that any Additional Documents that require such Obligor to assume any new obligations shall be subject to the review and approval of such Obligor, such approval not to be unreasonably withheld or delayed. Such power of attorney is coupled with an interest and shall be irrevocable.
Appears in 1 contract
Samples: Security Agreement (Vyteris Holdings (Nevada), Inc.)
Financing Statements; Further Assurances. (a) The Secured Parties hereby: (i) designate Mr. Xxxx Xxxxxxxx as the representative of the Secured Parties (the “Representative”) to act on behalf of the Secured Parties as their representative in accordance with the terms of the Security Agreement with respect to the filing of any initial financing statements and amendments thereto, and any termination statements thereof; (ii) agree and consent that the Representative Party shall be named as the sole secured party on any and all financing statements and security agreements filed pursuant to this Security Agreement for the ratable benefit of all the Secured Parties; and (iii) agree that the Representative is authorized to file any and all terminations of such financing statements at such time or times as it determines is appropriate pursuant to the Security Agreement.
(b) As soon as practicable following the execution and delivery of this Amendment Agreement and upon the authorization of the Representative on behalf of the Secured PartiesParty, the Company shall:
(i) file with the State of Delaware and any other offices that the Representative Secured Party may reasonably request in writing an initial financing statement that (i) indicates the Collateral (A) as all assets in a manner consistent with the definition of the Company or words of similar effect, regardless of whether any particular asset comprised term “Collateral” as contained in the Collateral falls within the scope of Article 9 of the UCC of the state or such jurisdiction or whether such assets are included in the Collateral hereunder, or (B) as being of an equal or lesser scope or with greater detailthis Agreement, and (ii) contains any other information required by Article 9 of the UCC of the state or such jurisdiction for the sufficiency or filing office acceptance of any financing statement or amendment, including whether the Company is an organization, the type of organization, and any organization identification number issued to the Company;
(ii) if necessary to perfect the Security Interest granted in the Collateral hereunder, file with the U.S. Patent and Trademark Office, such financing statements and/or patent security agreements in the form necessary to record the Liens granted hereunder on the Company’s patents and patent applications; and
(iii) upon the reasonable request of the RepresentativeSecured Party, file such additional financing statements and other documents, including amendments to the financing statements, it in order to maintain the Liens in the Collateral.
(c) Until the Obligations are paid and performed in full, the Company covenants and agrees that it will, at its own expense and upon the reasonable request of the Secured Party (or the Majority in Interest or the Security Agent if there is more than one has been duly appointed at such timeSecured Party), but in all cases subject to the rights of the grantees of the Permitted Liens: (i) after an Event of Default, file or cause to be filed such applications and take such other actions as the Secured Party (or the Majority in Interest or a duly appointed Security Agent if there is more than one Secured Party) may reasonably request to obtain the consent or approval of any governmental authority to the rights of the Secured Parties and the Security Agent Party hereunder, including, without limitation, the right to sell all the Collateral upon an Event of Default without additional consent or approval from such governmental authority; (ii) from time to time, either before or after an Event of Default, promptly execute and deliver to the duly appointed Security Agent Secured Party all such other assignments, certificates, supplemental documents, and financing statements, and do all other acts or things as the Secured Party (or the Majority in Interest or duly appointed Security Agent if there is more than one Secured Party) may reasonably request in order to more fully create, evidence, perfect, continue, and preserve the priority of the Security Interest and to carry out the provisions of this Agreement; and (iii) either before or after an Event of Default, pay all filing fees in connection with any financing, continuation, or termination statement or other instrument with respect to the Security Interest.
Appears in 1 contract
Financing Statements; Further Assurances. (a) The Secured Parties hereby: (i) designate Mr. Xxxx Xxxxxxxx as Company hereby agrees to file promptly following the representative execution of this Agreement and the closing of the Secured Parties (transactions contemplated under the “Representative”) Purchase Agreement, and thereafter from time to act on behalf time upon the reasonable request of the Secured Parties as their representative Majority in accordance with the terms of the Security Agreement with respect Interest, to the filing of file in any UCC jurisdiction any initial financing statements and amendments thereto, and any termination statements thereof; (ii) agree and consent that the Representative be named as the sole secured party on any and all financing statements and security agreements filed pursuant to this Security Agreement for the ratable benefit of all the Secured Parties; and (iii) agree that the Representative is authorized to file any and all terminations of such financing statements at such time or times as it determines is appropriate pursuant to the Security Agreement.
(b) As soon as practicable following the execution and delivery of this Amendment and upon the authorization of the Representative on behalf of the Secured Parties, the Company shall:
(i) file with the State of Delaware and any other offices that the Representative may reasonably request in writing an initial financing statement thereto that (i) indicates indicate the Collateral (A) as all assets of the Company or words of similar effect, regardless of whether any particular asset comprised in the Collateral falls within the scope of Article 9 of the UCC of the state or such jurisdiction or whether such assets are included in the Collateral hereunder, or (B) as being of an equal or lesser scope or with greater detail, and (ii) contains contain any other information required by Article 9 of the UCC of the state or such jurisdiction for the sufficiency or filing office acceptance of any financing statement or amendment, including whether the Company is an organization, the type of organization, and any organization identification number issued to the Company;.
(iib) The Company hereby agrees to file with the U.S. Patent and Trademark OfficeOffice promptly following the execution of this Agreement and the closing of the transactions contemplated under the Purchase Agreement, such financing statements and/or patent security agreements in the form necessary to record the Liens granted hereunder to the Secured Parties on the Company’s patents and patent applications; and
(iii) upon the reasonable request of the Representative, file such additional financing statements and other documents, including amendments to the financing statements, it in order to maintain the Liens in the Collateral.
(c) Until the Obligations are paid and performed in full, the Company covenants and agrees that it will, at its own expense and upon the reasonable request of the Majority in Interest or the Security Agent if one has been duly appointed at such time, but in all cases subject to the rights of the grantees of the Permitted Liens: (i) after an Event of Default, file or cause to be filed such applications and take such other actions as the Majority in Interest or a duly appointed Security Agent may reasonably request to obtain the consent or approval of any governmental authority to the rights of the Secured Parties and the Security Agent hereunder, including, without limitation, the right to sell all the Collateral upon an Event of Default without additional consent or approval from such governmental authority; (ii) from time to time, either before or after an Event of Default, promptly execute and deliver to the duly appointed Security Agent all such other assignments, certificates, supplemental documents, and financing statements, and do all other acts or things as the Majority in Interest or duly appointed Security Agent may reasonably request in order to more fully create, evidence, perfect, continue, and preserve the priority of the Security Interest and to carry out the provisions of this Agreement; and (iii) either before or after an Event of Default, pay all filing fees in connection with any financing, continuation, or termination statement or other instrument with respect to the Security Interest.
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Financing Statements; Further Assurances. (a) The Secured Parties hereby: (i) designate Mr. Xxxx Xxxxxxxx as the representative of the Secured Parties (the “Representative”) to act on behalf of the Secured Parties as their representative in accordance with the terms of Company hereby irrevocably authorizes the Security Agreement with respect Agent at any time and from time to the filing of time to file in any UCC jurisdiction any initial financing statements and amendments thereto, and any termination statements thereof; thereto (ii) agree and consent that without the Representative be named as the sole secured party on any and all financing statements and security agreements filed pursuant to this Security Agreement requirement for the ratable benefit of all the Secured Parties; and (iiiCompany’s signature thereon) agree that the Representative is authorized to file any and all terminations of such financing statements at such time or times as it determines is appropriate pursuant to the Security Agreement.
(b) As soon as practicable following the execution and delivery of this Amendment and upon the authorization of the Representative on behalf of the Secured Parties, the Company shall:
(i) file with the State of Delaware and any other offices that the Representative may reasonably request in writing an initial financing statement that (i) indicates indicate the Collateral (A) as all assets of the Company or words of similar effect, regardless of whether any particular asset comprised in the Collateral falls within the scope of Article 9 of the UCC of the state or such jurisdiction or whether such assets are included in the Collateral hereunder, or (B) as being of an equal or lesser scope or with greater detail, and (ii) contains contain any other information required by Article 9 of the UCC of the state or such jurisdiction for the sufficiency or filing office acceptance of any financing statement or amendment, including whether the Company is an organization, the type of organization, and any organization identification number issued to the Company;
(ii) file with the U.S. Patent and Trademark Office, such financing statements and/or patent security agreements in the form necessary . The Company agrees to record the Liens granted hereunder on the Company’s patents and patent applications; and
(iii) upon the reasonable request of the Representative, file such additional financing statements and other documents, including amendments furnish to the financing statements, it in order to maintain Security Agent any such information reasonably required by the Liens in Security Agent for the Collateralpurposes contemplated by this Section 2.2.
(cb) Until the Obligations are paid and performed in full, the Company covenants and agrees that it will, at its own expense and upon the Security Agent’s reasonable request of the Majority in Interest or the Security Agent if one has been duly appointed at such timerequest, but in all cases subject to the rights of the grantees holders of the Permitted LiensSenior Indebtedness: (i) after an Event of Default, file or cause to be filed such applications and take such other actions as the Majority in Interest or a duly appointed Security Agent may reasonably request to obtain the consent or approval of any governmental authority to the rights of the Secured Parties and the Security Agent hereunder, including, without limitation, the right to sell all the Collateral upon an Event of Default without additional consent or approval from such governmental authority; (ii) from time to time, either before or after an Event of Default, promptly execute and deliver to the duly appointed Security Agent all such other assignments, certificates, supplemental documents, and financing statements, and do all other acts or things as the Majority in Interest or duly appointed Security Agent may reasonably request in order to more fully create, evidence, perfect, continue, and preserve the priority of the Security Interest and to carry out the provisions of this Agreement; and (iii) either before or after an Event of Default, pay all filing fees in connection with any financing, continuation, or termination statement or other instrument with respect to the Security Interest.
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