Foreign Security Sample Clauses

Foreign Security. If following a request by the Agent or otherwise following a change in the relevant sections of the Code or the regulations, rules, rulings, notices or other official pronouncements issued or promulgated thereunder, the Borrower or, if so requested by the Agent, counsel for the Borrower reasonably acceptable to the Agent does not within thirty (30) Business Days after a request (an "Evidence Request") from the Agent deliver evidence, in form and substance mutually satisfactory to the Agent and the Borrower, with respect to any First Tier Foreign Subsidiary which has not already had all of its stock pledged pursuant to one of more of the Pledge Agreements, that (i) a pledge of more than 66-2/3% of the total combined voting power of all classes of capital stock or other equity interest of such First Tier Foreign Subsidiary entitled to vote, (ii) the entering into by such First Tier Foreign Subsidiary of a security agreement in substantially the form of the Security Agreement and (iii) the entering into by such First Tier Foreign Subsidiary of a guaranty in substantially the form of the Subsidiary Guaranty, in any such case would be the sole cause for the undistributed earnings of such First Tier Foreign Subsidiary as determined for Federal income tax purposes to be treated as a deemed dividend to such First Tier Foreign Subsidiary's United States parent for Federal income tax purposes, then (A) in the case of a failure as reasonably determined by the Agent to deliver the evidence described in clause (i) above and to the extent not otherwise waived by the Agent, that portion of such First Tier Foreign Subsidiary's outstanding capital stock not theretofore pledged pursuant to a Pledge Agreement shall be so pledged to the Agent for the benefit of the Agent, the Banks and certain Affiliates of the Banks, (B) in the case of a failure as reasonably determined by the Agent to deliver the evidence described in clause (ii) above and to the extent not otherwise waived by the Agent, such First Tier Foreign Subsidiary shall execute and deliver a security agreement substantially in the form of the Security Agreement granting the Agent for the benefit of the Agent, the Banks and certain Affiliates of the Banks a security interest in all of such First Tier Foreign Subsidiary's machinery, equipment, inventory, general intangibles (including, without limitation, patents, trademarks, copyrights and other intellectual property rights) and accounts receivable, in each case secu...
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Foreign Security. In relation to any Security Document governed by a law other than Hong Kong law each Finance Party:
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Foreign Security. No later than 20 days following the Closing Date hereunder, the Company shall cause Epixtar Phillipines, each other applicable Subsidiary of the Company and any other third party requested by the Purchasers to enter into such security and guaranty documentation governed by laws of the Phillippines as is requested by the Purchasers, with such documentation to be in form and substance satisfactory to the Purchasers. No later than 60 days following a request by the Purchasers, the Company shall cause each Subsidiary organized in a jurisdiction outside of the United States (collectively, the "Foreign Subsidiaries"), other than an Immaterial Subsidiary, to execute such guaranty and security documentation governed by the jurisdiction of organization of such Subsidiary (the "Foreign Documentation") as the Purchasers deem necessary or desirable. All such Foreign Documentation shall be in form and substance satisfactory to the Purchasers, and the Company agrees to cause the respective Foreign Subsidiary to deliver all such other documentation as is requested by the Purchasers in connection with the execution and delivery of such Foreign Documentation (including, without limitation, an opinion of counsel satisfactory to the Purchasers). Furthermore, it is hereby agreed that the Company shall not permit any equity interests of any Foreign Subsidiary (or any parent thereof) to be transferred to any person or other entity that is not a Credit Party until such time as the Foreign Subsidiaries have become party to the Foreign Documentation required to be entered into pursuant to this Section 6.16. The Company shall reimburse the Purchasers for any and all legal fees and other expenses incurred by the Purchasers in connection with the preparation, execution, negotiation and delivery of the Foreign Documentation.
Sample 1
Foreign Security. Notwithstanding anything to the contrary set forth in Section 6.23, the Company shall 99 take all steps necessary, and as may be required by the Administra tive Agent, to ensure that the Administrative Agent has a First Priority security interest in all Collateral, including (i) entering, or causing a Subsidiary or Affiliate incorporated in Taiwan and related to the FNAL System to enter into, a security agreement in the form of the Company Security Agreement (Taiwan), upon the Company or such Subsidiary or Affiliate acquiring assets or entering into contracts in Taiwan, (ii) causing a Subsidiary incorporated in Japan and related to the FNAL System to enter into a security agreement in the form of the Company Security Agreement (Japan) upon the Company or such Subsidiary acquiring assets or entering into contracts in Japan pursuant to the requirements of Section 5.29, (iii) causing a Subsidiary incorporated in Hong Kong and related to the FNAL System to enter into a security agreement in the form of the Company Security Agreement (Hong Kong) upon the Company or such Subsidiary acquiring assets or entering into contracts in Hong Kong pursuant to the requirements of Section 5.30, (iv) complying with, or causing any such Subsidiaries referred to in this Section 5.31 to comply with, Sections 6.23(b)(i), (c), (d) and (f), whether or not wholly-owned and (v) using, or causing its Subsidiary FLAG Telecom Korea Limited to use, its commercially reasonable efforts to obtain consent from the Bank of Korea with respect to such Subsidiary entering into the Subsidiary Guarantee Agreement and any other Company Security Agreements (Korea) as applicable and, upon such consent being given, causing such Subsidiary to enter into such Security Documents.
Sample 1
Foreign Security. 21 6.17 Right of First Refusal.......................................................................21 6.18 Voxx Common Stock............................................................................21
Sample 1
Foreign Security. Documents The payment and performance of the Obligations shall also be secured by a first priority, perfected Lien on the accounts and other related assets and properties of Comshare Canada, Comshare UK and the Borrowing Subsidiary pursuant to the Foreign Security Documents, in each case whether now owned or held or hereafter acquired or arising.
Sample 1

Related to Foreign Security

  • Foreign Securities Systems Foreign securities shall be maintained in a Foreign Securities System in a designated country through arrangements implemented by the Custodian or a Foreign Sub-Custodian, as applicable, in such country.

  • Foreign Subsidiaries Security If following a change in the relevant sections of the Code or the regulations, rules, rulings, notices or other official pronouncements issued or promulgated thereunder, counsel for the U.S. Borrower reasonably acceptable to the Administrative Agent does not within 30 days after a request from the Administrative Agent or the Required Lenders deliver a legal opinion, in form and substance mutually satisfactory to the Administrative Agent and the U.S. Borrower, with respect to any wholly-owned Foreign Subsidiary that is not a Look-Through Subsidiary which has not already had all of its stock pledged pursuant to the Pledge and Security Agreement, that (i) a pledge of 66-2/3% or more of the total combined voting power of all classes of capital stock of such Foreign Subsidiary entitled to vote, and (ii) the entering into by such Foreign Subsidiary of a guaranty in substantially the form of the Subsidiaries Guaranty, in any such case could reasonably be expected to cause (A) the undistributed earnings of such Foreign Subsidiary as determined for Federal income tax purposes to be treated as a deemed dividend to such Foreign Subsidiary’s United States parent for Federal income tax purposes or (B) other material adverse Federal income tax consequences to the Credit Parties, then (in each case, subject to any restrictions described in Section 10.15) in the case of a failure to deliver the evidence described in clause (i) above, that portion of such Foreign Subsidiary’s outstanding capital stock not theretofore pledged pursuant to (and to the extent required by) the Pledge and Security Agreement shall be pledged to the Collateral Agent for the benefit of the Secured Creditors pursuant to the Pledge and Security Agreement (or another pledge agreement in substantially similar form, if needed), and in the case of a failure to deliver the evidence described in clause (ii) above, such Foreign Subsidiary (to the extent that same is a Wholly-Owned Subsidiary) shall execute and deliver (x) the Subsidiaries Guaranty (or another guaranty in substantially similar form, if needed), guaranteeing the Obligations of the U.S. Borrower under the Credit Documents and (y) the Pledge and Security Agreement (or another pledge agreement in substantially similar form, if needed) securing such Foreign Subsidiary’s obligations under the Subsidiaries Guaranty, in each case to the extent that entering into such Pledge and Security Agreement or Subsidiaries Guaranty is permitted by the laws of the respective foreign jurisdiction and would be required pursuant to Section 10.15, and with all documents delivered pursuant to this Section 10.14 to be in form and substance reasonably satisfactory to the Administrative Agent.

  • UNION SECURITY (a) The Company agrees that as a condition of employment all employees in the bargaining unit shall become members of the Union after the thirtieth day of their employment or thirty (30) days after the execution date of this AGREEMENT, whichever is later. All employees who become members of the Union shall remain members of the Union in good standing by proper tender of dues and initiation fees during the term of this AGREEMENT.

  • Taxes on Security Borrower shall pay all taxes, charges, filing, registration and recording fees, excises and levies payable with respect to the Note or the Liens created or secured by the Loan Documents, other than income, franchise and doing business taxes imposed on Lender. If there shall be enacted any law (a) deducting the Loan from the value of the Project for the purpose of taxation, (b) affecting any Lien on the Project, or (c) changing existing laws of taxation of mortgages, deeds of trust, security deeds, or debts secured by real property, or changing the manner of collecting any such taxes, Borrower shall promptly pay to Lender, on demand, all taxes, costs and charges for which Lender is or may be liable as a result thereof; however, if such payment would be prohibited by law or would render the Loan usurious, then instead of collecting such payment, Lender may declare all amounts owing under the Loan Documents to be immediately due and payable.

  • Custodian or Foreign Securities System The Custodian may hold foreign securities for all of its customers, including the Portfolios, with any Foreign Sub-Custodian in an account that is identified as belonging to the Custodian for the benefit of its customers, provided however, that (i) the records of the Custodian with respect to foreign securities of the Portfolios which are maintained in such account shall identify those securities as belonging to the Portfolios and (ii), to the extent permitted and customary in the market in which the account is maintained, the Custodian shall require that securities so held by the Foreign Sub-Custodian be held separately from any assets of such Foreign Sub-Custodian or of other customers of such Foreign Sub-Custodian.

  • Quebec Security To the extent that any Canadian Credit Party now or in the future is required to grant security pursuant to the laws of the Province of Quebec, each Agent (other than the Collateral Agent) and Lender acting for itself and on behalf of all present and future Affiliates of such Agent or Lender that are or become a Lender Counterparty, hereby irrevocably authorizes and appoints the Collateral Agent to act as the holder of an irrevocable power of attorney (fondé de pouvoir) (within the meaning of Article 2692 of the Civil Code of Quebec) in order to hold any hypothec granted under the laws of the Province of Quebec as security for any debenture, bond or other title of indebtedness that may be issued by any Canadian Credit Party and to exercise such rights and duties as are conferred upon a fondé de pouvoir under the relevant deed of hypothec and applicable laws (with the power to delegate any such rights or duties). Moreover, in respect of any pledge by any such Canadian Credit Party of any such debenture, bond or other title of indebtedness as security in respect of any Obligations, the Collateral Agent shall also be authorized to hold such debenture, bond or other title of indebtedness as agent, mandatary, custodian and pledgee for the benefit of the Agents, the Lenders and the Lender Counterparties, the whole notwithstanding the provisions of Section 32 of the An Act respecting the Special Powers of Legal Persons (Quebec). The execution prior to the date hereof by the Collateral Agent of any deed of hypothec or other security documents made pursuant to the laws of the Province of Quebec, is hereby ratified and confirmed. Any person who becomes a Lender, Issuing Bank, an Agent or a Lender Counterparty shall be deemed to have consented to and ratified the foregoing appointment of each of the Collateral Agent as fondé de pouvoir, agent, mandatary and custodian on behalf of all Agents, Issuing Banks, Lenders and the Lender Counterparties, including such person. For greater certainty, the Collateral Agent, when acting as the holder of an irrevocable power of attorney (fondé de pouvoir), shall have the same rights, powers, immunities, indemnities and exclusions from liability as are prescribed in favour of the Collateral Agent in this Agreement, which shall apply mutatis mutandis. In the event of the resignation and appointment of a successor Collateral Agent, such successor of the Collateral Agent shall also act as the holder of an irrevocable power of attorney (fondé de pouvoir), and as agent, mandatary and custodian for the purposes set forth above. Without limiting the foregoing, none of such Lenders shall have or be deemed to have a fiduciary relationship with any Lender. The Lenders are not partners or co-venturers, and no Lender shall be liable for the acts or omissions of, or (except as otherwise set forth herein in case of the Administrative Agent) authorized to act for, any other Lender.

  • Collateral Security (a) The Obligations shall be secured by (a) a perfected first-priority security interest (subject to Permitted Liens entitled to priority under Applicable Law) in all Collateral, whether now owned or hereafter acquired, pursuant to the terms of the Security Agreement to which each Borrower is a party to the extent perfected by the filing of UCC financing statements; (b) a pledge of 100% of the capital stock or other Equity Interests of such Borrowers (other than the Parent) and of the Non-Borrower Subsidiaries (other than the Foreign Subsidiaries) to the Administrative Agent on behalf of the Secured Parties pursuant to the Pledge Agreement; and (c) a pledge of the capital stock or other Equity Interests of each Foreign Subsidiary (provided that not more than 65% of the total voting power of all outstanding capital stock or other Equity Interest of any such first-tier Foreign Subsidiary of a Borrower shall be required to be so pledged and no Equity Interests of any non-first-tier Foreign Subsidiary shall be provided to be so pledged); provided that the Borrowers hereby agree, upon the request of the Administrative Agent and the Required Lenders, to deliver, as promptly as practicable, but in any event within ninety (90) days after request therefor, or such other later time, if any, to which the Administrative Agent may agree, (i) certificates of titles for all or substantially all vehicles, trucks, trailers, tractors, automobiles and any other equipment covered by certificates of title owned by a Borrower (collectively, “Motor Vehicles”) with the Administrative Agent listed as lienholder therein (subject to a limited power of attorney in favor of the Parent to dispose of titled equipment) and, if required by the Administrative Agent, the Borrowers shall retain Corporation Service Company (or other similar company satisfactory to the Administrative Agent) pursuant to agreements reasonably satisfactory to the Administrative Agent pursuant to which Corporation Service Company (or such other company) will agree to act as agent for the Secured Parties with respect to the perfection of security interests in the Motor Vehicles; and (ii) mortgages with respect to Real Property and to take such other steps and make such other deliveries as may be reasonably requested by the Administrative Agent (including, without limitation, the delivery of legal opinions, Consulting Engineer’s reports, surveys, title insurance, environmental assessment reports, flood hazard certifications, evidence of flood insurance, if required, and a certification of the name and address of each real estate recording office where a mortgage on the real estate on which any Collateral consisting of fixtures may be located would be recorded) so as to provide the Administrative Agent, for the benefit of the Secured Parties, a perfected first-priority security interest in such assets, provided that to the extent that any lease of (or operating/management agreement with respect to) Real Property prohibits assignment of such lease (or operating/management agreement) without the consent of the lessor or another party thereunder, the Borrowers shall not be required to grant a mortgage on the leasehold interest under such lease, but in such event, the Borrowers agree to diligently and in good faith use its reasonable best efforts to obtain the consent (which consent shall be in form and substance reasonably satisfactory to the Administrative Agent) of the applicable lessor or other party to such leasehold mortgage (and, upon the receipt of such consent, the Borrowers shall promptly grant such leasehold mortgage and comply with the other provisions of this Section 10.15 with respect thereto).

  • Liability of Foreign Sub-Custodians and Foreign Securities Systems Each agreement pursuant to which the Custodian employs a Foreign Sub-Custodian shall, to the extent possible, require the Foreign Sub-Custodian to exercise reasonable care in the performance of its duties and, to the extent possible, to indemnify, and hold harmless, the Custodian from and against any loss, damage, cost, expense, liability or claim arising out of or in connection with the Foreign Sub-Custodian's performance of such obligations. At each Fund's election, a Fund shall be entitled to be subrogated to the rights of the Custodian with respect to any claims against a Foreign Sub-Custodian as a consequence of any such loss, damage, cost, expense, liability or claim if and to the extent that a Fund and any applicable series have not been made whole for any such loss, damage, cost, expense, liability or claim.

  • Foreign Issuer The Company is a “foreign private issuer” as defined in Rule 405 under the Securities Act.

  • Foreign Securities Depositories Except as may otherwise be agreed upon in writing by the Custodian and the Fund, foreign assets of the Fund shall be maintained in foreign securities depositories only through arrangements implemented by the banking institutions serving as sub- custodians pursuant to the terms hereof. 3.4

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