Foreign Collateral Documents. (i) The Irish Parent Debenture, when executed and delivered, is effective to create in favor of the Collateral Agent, for the benefit of the Finance Parties, a legal, valid and enforceable (A) first priority security interest in the case of assets of Parent located in Ireland which are charged by fixed charge (if any); and (B) first priority security interest in the case of assets of Parent located in Ireland which are charged by floating charge (if any) subject only to any claims which may rank ahead pursuant to Section 29 of the Companies (Amendment) Xxx 0000, Section 285 of the Companies Act, 1963 and, subject to the filing of details of the Irish Parent Debenture in the Irish Companies Office in accordance with Section 99 of the Companies Xxx 0000, a fully perfected security interest in those assets. (ii) The Irish Security Documents, when executed and delivered, are each effective to create in favour of the Collateral Agent, for the benefit of the Finance Parties, with respect to: (a) the debenture, a legal, valid and enforceable (A) first priority security interest in the case of assets of each of Jazz Financing I and Jazz Financing II located in Ireland which are charged by fixed charge (if any); and (B) first priority security interest in the case of assets of each of Jazz Financing I and Jazz Financing II located in Ireland which are charged by floating charge (if any) subject only to any claims which may rank ahead pursuant to Section 29 of the Companies (Amendment) Xxx 0000, Section 285 of the Companies Act, 1963 and, subject to the filing of details of the debenture in the Irish Companies Office in accordance with Section 99 of the Companies Xxx 0000, a fully perfected security interest in those assets; and:
Appears in 2 contracts
Samples: Credit Agreement (Jazz Pharmaceuticals PLC), Credit Agreement (Jazz Pharmaceuticals PLC)
Foreign Collateral Documents. (i) The Irish Parent Debenture, when executed and delivered, is effective to create in favor of the Collateral Agent, for the benefit of the Finance Parties, a legal, valid and enforceable (A) first priority security interest in the case of assets of Parent each Loan Party incorporated in Ireland, located in Ireland which are charged by fixed charge (if any), including the shares held by Parent in the Lead Borrower; and (B) first priority security interest in the case of assets of Parent each Loan Party incorporated in Ireland located in Ireland which are charged by floating charge (if any) subject only to any claims which may rank ahead pursuant to Section 29 554 of the Companies (Amendment) Xxx 0000, Section 285 621 of the Companies Act, 1963 Xxx 0000 and, subject to the filing of details of the Irish Parent Debenture in the Irish Companies Office in accordance with Section 99 409 of the Companies Xxx 0000, a fully perfected security interest in those assets.
(ii) The Irish Security DocumentsDocuments (other than the Irish Debenture), when executed and delivered, are each effective to create in favour of the Collateral Agent, for the benefit of the Finance Parties, with respect to: (a) the debenture, a legal, valid and enforceable (A) first priority security interest in the case of assets of each of the shares held by Jazz Financing I and S.à x.x. in Jazz Financing II located in Ireland which are charged by fixed charge (if any)charge; and (B) first priority security interest in the case of assets of each of the shares held by Jazz Financing I and S.à x.x. in Jazz Financing II located in Ireland and which are charged by floating charge (if any) subject only to any claims which may rank ahead pursuant to Section 29 of the Companies (Amendment) Xxx 0000, Section 285 of the Companies Act, 1963 and, subject to the filing of details of the debenture in the Irish Companies Office in accordance with Section 99 554 of the Companies Xxx 0000, Section 621 of the Companies Xxx 0000 a fully perfected security interest in those assets, (C) first priority security interest in the case of the shares held by Jazz Investments II Limited in each of Jazz Financing I Limited and Jazz Capital Limited which are charged by fixed charge; (D) first priority security interest in the case of the shares held by Parent in the Lead Borrower and which are charged by floating charge subject only to any claims which may rank ahead pursuant to Section 554 of the Companies Xxx 0000, Section 621 of the Companies Xxx 0000 a fully perfected security interest in those assets; (E) first priority security interest in the case of the shares held by Parent in Jazz Ireland which are charged by fixed charge; and (D) first priority security interest in the case of the shares held by Parent in Jazz Ireland and which are charged by floating charge subject only to any claims which may rank ahead pursuant to Section 554 of the Companies Xxx 0000, Section 621 of the Companies Xxx 0000 a fully perfected security interest in those assets.
(iii) The Bermuda Share Charges when executed by Parent and Jazz Ireland, as applicable, are effective to create in favor of the Collateral Agent, for the benefit of the Finance Parties, a valid, legal and enforceable security interest in the shares of the relevant Foreign Subsidiaries covered thereby and upon filing of the Bermuda Share Charge in the office of the Registrar of Companies in Bermuda will ensure that the registered security interests will have priority in Bermuda over any unregistered charges and over any subsequently registered charges, in respect of the assets which are the subject of the Bermuda Share Charges.
(iv) The Gibraltar Share Charge when executed and presented to the Gibraltar Registrar of Companies, for registration against EUSA Pharma International Limited, by Parent and Jazz Pharmaceuticals Holdings Inc. is effective to create in favor of the Collateral Agent, for the benefit of the Finance Parties, a valid, legal and enforceable security interest in the shares of EUSA Pharma International Limited.
(v) The Luxembourg Share Pledge Agreements are each effective to create in favour of the Collateral Agent, for the benefit of the Finance Parties, a legally valid and enforceable first ranking security interest (gage de premier rang) when executed and delivered by the parties thereto, including in the case of (i) the Jazz Financing Lux Share Pledge Agreement, Jazz Financing Lux S.à x.x. and (ii) the EUSA Pharma (Luxembourg) Share Pledge Agreement, EUSA Pharma (Luxembourg) S.à x.x., and when duly registered in the register of shareholders of Jazz Financing Lux S.à x.x. and EUSA Pharma (Luxembourg) S.à x.x., as the case may be.
(vi) The Luxembourg Account Pledge Agreements are each effective to create in favour of the Collateral Agent, for the benefit of the Finance Parties, a legally valid and enforceable first ranking security interest (gage de premier rang) when executed and delivered by the parties thereto and:, in order to be binding against the Account Bank (as defined in the relevant Luxembourg Account Pledge Agreement), when the relevant Luxembourg Account Pledge Agreement is notified to, and accepted by, the Account Bank in accordance with article 5.(4) of the Luxembourg act dated August 5, 2005 on financial collateral arrangements, as amended.
(vii) The French Share Charge when executed by EUSA Pharma (Luxembourg) S.à x.x. is effective to create in favor of the Collateral Agent, for the benefit of the Finance Parties, a valid, legal and enforceable security interest in the shares of EUSA Pharma Holdings SAS covered thereby.
Appears in 1 contract
Foreign Collateral Documents. (i) The Irish Parent Debenture, when executed and delivered, is effective to create in favor of the Collateral Agent, for the benefit of the Finance Parties, a legal, valid and enforceable (A) first priority security interest in the case of assets of Parent each Loan Party incorporated in Ireland, located in Ireland which are charged by fixed charge (if any), including the shares held by Parent in the Lead Borrower; and (B) first priority security interest in the case of assets of Parent each Loan Party incorporated in Ireland located in Ireland which are charged by floating charge (if any) subject only to any claims which may rank ahead pursuant to Section 29 554 of the Companies (Amendment) Xxx 0000, Section 285 621 of the Companies Act, 1963 Xxx 0000 and, subject to the filing of details of the Irish Parent Debenture in the Irish Companies Office in accordance with Section 99 409 of the Companies Xxx 0000, a fully perfected security interest in those assets.
(ii) The Irish Security DocumentsDocuments (other than the Irish Debenture), when executed and delivered, are each effective to create in favour of the Collateral Agent, for the benefit of the Finance Parties, with respect to: (a) the debenture, a legal, valid and enforceable (A) first priority security interest in the case of assets of each of the shares held by Jazz Financing I and S.à x.x. in Jazz Financing II located in Ireland Limited which are charged by fixed charge (if any)charge; and (B) first priority security interest in the case of assets of each of the shares held by Jazz Financing I and S.à x.x. in Jazz Financing II located in Ireland Limited and which are charged by floating charge (if any) subject only to any claims which may rank ahead pursuant to Section 29 of the Companies (Amendment) Xxx 0000, Section 285 of the Companies Act, 1963 and, subject to the filing of details of the debenture in the Irish Companies Office in accordance with Section 99 554 of the Companies Xxx 0000, Section 621 of the Companies Xxx 0000 a fully perfected security interest in those assets, and (C) first priority security interest in the case of the shares held by Jazz Investments II Limited in each of Jazz Financing I LimitedDesignated Activity Company and Jazz Capital Limited which are charged by fixed charge; (D) first priority security interest in the case of the shares held by Parent in the Lead Borrower and which are charged by floating charge subject only to any claims which may rank ahead pursuant to Section 554 of the Companies Xxx 0000, Section 621 of the Companies Xxx 0000 a fully perfected security interest in those assets; (E) first priority security interest in the case of the shares held by Parent in Jazz Ireland which are charged by fixed charge; and (D) first priority security interest in the case of the shares held by Parent in Jazz Ireland and which are charged by floating charge subject only to any claims which may rank ahead pursuant to Section 554 of the Companies Xxx 0000, Section 621 of the Companies Xxx 0000 a fully perfected security interest in those assets..
(iii) The Bermuda Share Charges when executed by Parent and Jazz Ireland, as applicable, are effective to create in favor of the Collateral Agent, for the benefit of the Finance Parties, a valid, legal and enforceable security interest in the shares of the relevant Foreign Subsidiaries covered thereby and upon filing of the Bermuda Share Charge in the office of the Registrar of Companies in Bermuda will ensure that the registered security interests will have priority in Bermuda over any unregistered charges and over any subsequently registered charges, in respect of the assets which are the subject of the Bermuda Share Charges.
(iv) The Gibraltar Share Charge when executed and presented to the Gibraltar Registrar of Companies, for registration against EUSA Pharma International Limited, by Parent and Jazz Pharmaceuticals Holdings Inc. is effective to create in favor of the Collateral Agent, for the benefit of the Finance Parties, a valid, legal and enforceable security interest in the shares of EUSA Pharma International Limited.
(v) The Luxembourg Share Pledge Agreements are each effective to create in favour of the Collateral Agent, for the benefit of the Finance Parties, a legally valid and enforceable first ranking security interest (gage de premier rang) when executed and delivered by the parties thereto, including in the case of (i) the Jazz Financing Lux Share Pledge Agreement, Jazz Financing Lux S.à x.x. and (ii) the EUSA Pharma (Luxembourg) Share Pledge Agreement, EUSA Pharma (Luxembourg) S.à x.x., and when duly registered in the register of shareholders of Jazz Financing Lux S.à x.x. and EUSA Pharma (Luxembourg) S.à x.x., as the case may be.
(vi) The Luxembourg Account Pledge Agreements are each effective to create in favour of the Collateral Agent, for the benefit of the Finance Parties, a legally valid and enforceable first ranking security interest (gage de premier rang) when executed and delivered by the parties thereto and:, in order to be binding against the Account Bank (as defined in the relevant Luxembourg Account Pledge Agreement), when the relevant Luxembourg Account Pledge Agreement is notified to, and accepted by, the Account Bank in accordance with article 5.(4) of the Luxembourg act dated August 5, 2005 on financial collateral arrangements, as amended.
(vii) The French Share Charge when executed by EUSA Pharma (Luxembourg) S.à x.x. is effective to create in favor of the Collateral Agent, for the benefit of the Finance Parties, a valid, legal and enforceable security interest in the shares of EUSA Pharma Holdings SAS covered thereby.
Appears in 1 contract
Foreign Collateral Documents. (i) The Irish Parent Debenture, when executed and delivered, is effective to create in favor of the Collateral Agent, for the benefit of the Finance Parties, a legal, valid and enforceable (A) first priority security interest in the case of assets of the Parent located in Ireland which are charged by fixed charge (if any); and (B) first priority security interest in the case of assets of the Parent located in Ireland which are charged by floating charge (if any) subject only to any claims which may rank ahead pursuant to Section 29 of the Companies (Amendment) Xxx 0000, Section 285 of the Companies Act, 1963 and, subject to the filing of details of the Irish Parent Debenture in the Irish Companies Office in accordance with Section 99 of the Companies Xxx 0000, a fully perfected security interest in those assets.
(ii) The Irish Security DocumentsAssignment, when executed and delivered, are each is effective to create in favour favor of the Collateral Agent, for the benefit of the Finance Parties, with respect to: (a) the debenture, a legal, valid and enforceable (A) first priority security interest in over the case Irish patents, trademarks, copyrights, licenses and other intellectual property rights of assets of each of Jazz Financing I and Jazz Financing II located in Ireland the relevant Loan Parties which are charged covered in such assignment.
(iii) The Bermuda Share Charge when executed by fixed charge (if any); the Parent is effective to create in favor of the Collateral Agent, for the benefit of the Finance Parties, a valid, legal and (B) first priority enforceable security interest in the case shares of the relevant Foreign Subsidiaries covered thereby and upon filing of the Bermuda Share Charge in the office of the Registrar of Companies in Bermuda will ensure that the registered security interests will have priority in Bermuda over any unregistered charges and over any subsequently registered charges, in respect of the assets of each of Jazz Financing I and Jazz Financing II located in Ireland which are charged by floating charge (if any) the subject only to any claims which may rank ahead pursuant to Section 29 of the Companies (Amendment) Xxx 0000, Section 285 of the Companies Act, 1963 and, subject to the filing of details of the debenture in the Irish Companies Office in accordance with Section 99 of the Companies Xxx 0000, a fully perfected security interest in those assets; and:Bermuda Share Charge.
Appears in 1 contract
Foreign Collateral Documents. (i) The Irish Parent Debenture, when executed and delivered, is effective to create in favor of the Collateral Agent, for the benefit of the Finance Parties, a legal, valid and enforceable (A) first priority security interest in the case of assets of Parent each Loan Party incorporated in Ireland, located in Ireland which are charged by fixed charge (if any), including the shares held by Parent in the Lead Borrower; and (B) first priority security interest in the case of assets of Parent each Loan Party incorporated in Ireland located in Ireland which are charged by floating charge (if any) subject only to any claims which may rank ahead pursuant to Section 29 554 of the Companies (Amendment) Xxx 0000, Section 285 621 of the Companies Act, 1963 Xxx 0000 and, subject to the filing of details of the Irish Parent Debenture in the Irish Companies Office in accordance with Section 99 409 of the Companies Xxx 0000, a fully perfected security interest in those assets.
(ii) The Irish Security DocumentsDocuments (other than the Irish Debenture), when executed and delivered, are each effective to create in favour of the Collateral Agent, for the benefit of the Finance Parties, with respect to: (a) the debenture, a legal, valid and enforceable (A) first priority security interest in the case of assets of each of the shares held by Jazz Financing I and S.à x.x. in Jazz Financing II located in Ireland Limited which are charged by fixed charge (if any)charge; and (B) first priority security interest in the case of assets of each of the shares held by Jazz Financing I and S.à x.x. in Jazz Financing II located in Ireland Limited and which are charged by floating charge (if any) subject only to any claims which may rank ahead pursuant to Section 29 of the Companies (Amendment) Xxx 0000, Section 285 of the Companies Act, 1963 and, subject to the filing of details of the debenture in the Irish Companies Office in accordance with Section 99 554 of the Companies Xxx 0000, Section 621 of the Companies Xxx 0000 a fully perfected security interest in those assets; , and (C) first priority security interest in the case of the shares held by Jazz Investments II Limited in each of Jazz Financing I Designated Activity Company and Jazz Capital Limited which are charged by fixed charge.
(iii) The Bermuda Share Charges when executed by Parent and Jazz Ireland, as applicable, are effective to create in favor of the Collateral Agent, for the benefit of the Finance Parties, a valid, legal and enforceable security interest in the shares of the relevant Foreign Subsidiaries covered thereby and upon filing of the Bermuda Share Charge in the office of the Registrar of Companies in Bermuda will ensure that the registered security interests will have priority in Bermuda over any unregistered charges and over any subsequently registered charges, in respect of the assets which are the subject of the Bermuda Share Charges.
(iv) The Gibraltar Share Charge when executed and presented to the Gibraltar Registrar of Companies, for registration against EUSA Pharma International Limited, by Parent and Jazz Pharmaceuticals Holdings Inc. is effective to create in favor of the Collateral Agent, for the benefit of the Finance Parties, a valid, legal and enforceable security interest in the shares of EUSA Pharma International Limited.
(v) The Luxembourg Share Pledge Agreements are each effective to create in favour of the Collateral Agent, for the benefit of the Finance Parties, a legally valid and enforceable first ranking security interest (gage de premier rang) when executed and delivered by the parties thereto, including in the case of (i) the Jazz Financing Lux Share Pledge Agreement, Jazz Financing Lux S.à x.x. and (ii) the EUSA Pharma (Luxembourg) Share Pledge Agreement, EUSA Pharma (Luxembourg) S.à x.x., and when duly registered in the register of shareholders of Jazz Financing Lux S.à x.x. and EUSA Pharma (Luxembourg) S.à x.x., as the case may be.
(vi) The Luxembourg Account Pledge Agreements are each effective to create in favour of the Collateral Agent, for the benefit of the Finance Parties, a legally valid and enforceable first ranking security interest (gage de premier rang) when executed and delivered by the parties thereto and:, in order to be binding against the Account Bank (as defined in the relevant Luxembourg Account Pledge Agreement), when the relevant Luxembourg Account Pledge Agreement is notified to, and accepted by, the Account Bank in accordance with article 5.(4) of the Luxembourg act dated August 5, 2005 on financial collateral arrangements, as amended.
(vii) The French Share Charge when executed by EUSA Pharma (Luxembourg) S.à x.x. is effective to create in favor of the Collateral Agent, for the benefit of the Finance Parties, a valid, legal and enforceable security interest in the shares of EUSA Pharma Holdings SAS covered thereby.
Appears in 1 contract
Foreign Collateral Documents. (i) The Irish Parent Debenture, when executed and delivered, is effective to create in favor of the Collateral Agent, for the benefit of the Finance Parties, a legal, valid and enforceable (A) first priority security interest in the case of assets of Parent each Loan Party incorporated in Ireland, located in Ireland which are charged by fixed charge (if any), including the shares held by Parent in the Lead Borrower; and (B) first priority security interest in the case of assets of Parent each Loan Party incorporated in Ireland located in Ireland which are charged by floating charge (if any) subject only to any claims which may rank ahead pursuant to Section 29 554 of the Companies (Amendment) Xxx 0000, Section 285 621 of the Companies Act, 1963 Xxx 0000 and, subject to the filing of details of the Irish Parent Debenture in the Irish Companies Office in accordance with Section 99 409 of the Companies Xxx 0000, a fully perfected security interest in those assets.
(ii) The Irish Security DocumentsDocuments (other than the Irish Debenture), when executed and delivered, are each effective to create in favour of the Collateral Agent, for the benefit of the Finance Parties, with respect to: (a) the debenture, a legal, valid and enforceable (A) first priority security interest in the case of assets of each of the shares held by Jazz Financing I and S.à x.x. in Jazz Financing II located in Ireland which are charged by fixed charge (if any)charge; and (B) first priority security interest in the case of assets of each of the shares held by Jazz Financing I and S.à x.x. in Jazz Financing II located in Ireland and which are charged by floating charge (if any) subject only to any claims which may rank ahead pursuant to Section 29 of the Companies (Amendment) Xxx 0000, Section 285 of the Companies Act, 1963 and, subject to the filing of details of the debenture in the Irish Companies Office in accordance with Section 99 554 of the Companies Xxx 0000, Section 621 of the Companies Xxx 0000 a fully perfected security interest in those assets, (C) first priority security interest in the case of the shares held by Jazz Investments II Limited in each of Jazz Financing I Limited and Jazz Capital Limited which are charged by fixed charge; (D) first priority security interest in the case of the shares held by Parent in the Lead Borrower and which are charged by floating charge subject only to any claims which may rank ahead pursuant to Section 554 of the Companies Xxx 0000, Section 621 of the Companies Xxx 0000 a fully perfected security interest in those assets; and:(E) first priority security interest in the case of the shares held by Parent in Jazz Ireland which - 124 - are charged by fixed charge; and (D) first priority security interest in the case of the shares held by Parent in Jazz Ireland and which are charged by floating charge subject only to any claims which may rank ahead pursuant to Section 554 of the Companies Xxx 0000, Section 621 of the Companies Xxx 0000 a fully perfected security interest in those assets.
(iii) The Bermuda Share Charges when executed by Parent and Jazz Ireland, as applicable, are effective to create in favor of the Collateral Agent, for the benefit of the Finance Parties, a valid, legal and enforceable security interest in the shares of the relevant Foreign Subsidiaries covered thereby and upon filing of the Bermuda Share Charge in the office of the Registrar of Companies in Bermuda will ensure that the registered security interests will have priority in Bermuda over any unregistered charges and over any subsequently registered charges, in respect of the assets which are the subject of the Bermuda Share Charges.
(iv) The Gibraltar Share Charge when executed and presented to the Gibraltar Registrar of Companies, for registration against EUSA Pharma International Limited, by Parent and Jazz Pharmaceuticals Holdings Inc. is effective to create in favor of the Collateral Agent, for the benefit of the Finance Parties, a valid, legal and enforceable security interest in the shares of EUSA Pharma International Limited.
(v) The Luxembourg Share Pledge Agreements are each effective to create in favour of the Collateral Agent, for the benefit of the Finance Parties, a legally valid and enforceable first ranking security interest (gage de premier rang) when executed and delivered by the parties thereto, including in the case of (i) the Jazz Financing Lux Share Pledge Agreement, Jazz Financing Lux S.à x.x. and (ii) the EUSA Pharma (Luxembourg) Share Pledge Agreement, EUSA Pharma (Luxembourg) S.à x.x., and when duly registered in the register of shareholders of Jazz Financing Lux S.à x.x. and EUSA Pharma (Luxembourg) S.à x.x., as the case may be.
Appears in 1 contract
