Common use of Further Assurances and Security Clause in Contracts

Further Assurances and Security. Each of the Company, Holdings and GBHC represents and warrants that at the time the Security Documents and this Indenture are executed, Holdings and/or its Subsidiaries (i) will have full right, power and lawful authority to grant, bargain, sell, release, convey, hypothecate, assign, mortgage, pledge, transfer and confirm, absolutely, the Collateral, in the manner and form done, or intended to be done, in the Security Documents, free and clear of all Liens, except for the Liens created by the Security Documents or otherwise permitted by the Indenture or the Security Documents, and will forever warrant and defend the title to the same against the claims of all Persons whatsoever; (ii) will execute, acknowledge and deliver to the Trustee, at Holdings' and/or its Subsidiaries' expense, at any time and from time to time such further assignments, transfer, assurances or other instruments as may be required to effectuate the terms of this Indenture or the Security Documents; and (iii) will at any time and from time to time do or cause to be done all such acts and things as may be necessary or proper, or as may be required by the Trustee, to assure and confirm to the Trustee the Security Interest in the Collateral contemplated hereby and by the Security Documents, in each case, subject to and as permitted by the terms of this Indenture and any release or subordination contemplated in Section 1405 hereof.

Appears in 3 contracts

Samples: Indenture (Gb Property Funding Corp), Indenture (Gb Property Funding Corp), Indenture (Gb Property Funding Corp)

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Further Assurances and Security. Each of the Company, Holdings and GBHC The Company represents and warrants that at the time the Security Documents and this Indenture are executed, Holdings and/or its Subsidiaries the Company (i) will have full right, power and lawful authority to grant, bargain, sell, release, convey, hypothecate, assign, mortgage, pledge, transfer and confirm, absolutely, the Collateral, in the manner and form done, or intended to be done, in the Security Documents, free and clear of all Liens, except for the Liens Lines (1) created by the Security Documents or Documents, (2) to the extent otherwise permitted by the Indenture or provided in the Security DocumentsDocuments and (3) Liens contested in good faith or arising by operation of law and not by contract, and will forever warrant and defend the title to the same against the claims of all Persons whatsoever; (ii) will execute, acknowledge and deliver to the Trustee, at Holdings' and/or its Subsidiaries' the Company's expense, at any time and from time to time such further assignments, transfer, assurances or other instruments as may may, in the opinion of the Trustee, be required to effectuate the terms of this Indenture or the Security Documents; and (iii) will at any time and from time to time do or cause to be done all such acts and things as may be necessary or proper, or as may be required by the Trustee, to assure and confirm to the Trustee the Security Interest in the Collateral contemplated hereby and by the Security Documents. Notwithstanding the foregoing, in each case, but subject to and as permitted Section 4.12, Collateral may be encumbered by a Lien if, immediately after the creation of the Lien, the Collateral encumbered by the terms of this Indenture and any release or subordination contemplated in Section 1405 hereofLien constitutes Excluded Assets.

Appears in 1 contract

Samples: Indenture (Louisiana Casino Cruises Inc)

Further Assurances and Security. Each of the Company, Holdings Company and GBHC the Guarantor represents and warrants that at the time the Security Documents and this Indenture are executed, Holdings the Company and/or its Subsidiaries (i) will have full right, power and lawful authority to grant, bargain, sell, release, convey, hypothecate, assign, mortgage, pledge, transfer and confirm, absolutely, the Collateral, in the manner and form done, or intended to be done, in the Security Documents, free and clear of all Liens, except for the Liens created by the Security Documents or otherwise permitted by the Indenture or the Security Documents, and will forever warrant and defend the title to the same against the claims of all Persons whatsoever; (ii) will execute, acknowledge and deliver to the Trustee, at Holdings' the Company's and/or its Subsidiaries' expense, at any time and from time to time such further assignments, transfer, assurances or other instruments as may be required to effectuate the terms of this Indenture or the Security Documents; and (iii) will at any time and from time to time do or cause to be done all such acts and things as may be necessary or proper, or as may be required by the Trustee, to assure and confirm to the Trustee the Security Interest in the Collateral contemplated hereby and by the Security Documents, Documents in each case, subject to and as permitted by the terms of this Indenture and the terms of any release or subordination contemplated in by Section 1405 hereof.

Appears in 1 contract

Samples: Indenture (Atlantic Coast Entertainment Holdings Inc)

Further Assurances and Security. Each of the Company, Holdings and GBHC (a) The Company represents and warrants that at the time the Security Documents and this Indenture are executed, Holdings and/or the Company and its Restricted Subsidiaries (i) will have full right, power and lawful authority to grant, bargain, sell, release, convey, hypothecate, assign, mortgage, pledge, transfer and confirm, absolutely, the Collateral, in the manner and form done, or intended to be done, in the Security Documents, free and clear of all Liens, except for the Liens created by the Security Documents or otherwise permitted by the Indenture or the Security DocumentsPermitted Liens. (b) The Company will, and will forever warrant and defend the title cause each Subsidiary Guarantor to (i) grant to the same against Trustee a security interest in all Collateral, whether owned on the claims of all Persons whatsoever; Issue Date or thereafter acquired, (ii) will execute, acknowledge and deliver to the Trustee, at Holdings' and/or its Subsidiaries' the Company's expense, at any time and from time to time such further assignments, transfer, assurances or other instruments as may may, in the opinion of the Trustee, be required to effectuate the terms of this Indenture or the Security Documents; and (iii) will at any time and from time to time do or cause to be done all such acts and things as may be necessary or proper, or as may be required by the Trustee, to assure and confirm to the Trustee that the Security Interest in the Collateral contemplated hereby and by the Security DocumentsDocuments shall be perfected and superior to and prior to the rights of all third persons, in each case, and subject to no other Liens, other than as provided herein and as permitted by the terms of this Indenture and any release or subordination contemplated in Section 1405 hereoftherein.

Appears in 1 contract

Samples: Indenture (Peninsula Gaming Corp)

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Further Assurances and Security. Each of the Company, Holdings and GBHC represents and warrants that at the time the Security Documents and this Indenture are executed, Holdings and/or its Subsidiaries (i) will have full right, power and lawful authority to grant, bargain, sell, release, convey, hypothecate, assign, mortgage, pledge, transfer and confirm, absolutely, the Collateral, in the manner and form done, or intended to be done, in the Security Documents, free and clear of all Liens, except for the Liens created by the Security Documents or otherwise permitted by the Indenture or the Security Documents, and will forever warrant and defend the title to the same against the claims of all Persons whatsoever; (ii) will execute, acknowledge and deliver to the Trustee, at Holdings' and/or its Subsidiaries' expense, at any time and from time to time such further assignments, transfer, assurances or other instruments as may be required to effectuate the terms of this Indenture or the Security Documents; and (iii) will at any time and from time to time do or cause to be done all such acts and things as may be necessary or proper, or as may be required by the Trustee, to assure and confirm to the Trustee the Security Interest in the Collateral contemplated hereby and by the Security Documents, in each case, subject to and as permitted by the terms of this Indenture and any release or subordination contemplated in Section 1405 hereof.

Appears in 1 contract

Samples: Indenture (Gb Holdings Inc)

Further Assurances and Security. Each of the Company, Holdings and GBHC The Company represents and warrants that at the time the Security Documents and this Indenture are executed, Holdings and/or its Subsidiaries the Company (i) will have full right, power and lawful authority to grant, bargain, sell, release, convey, hypothecate, assign, mortgage, pledge, transfer and confirm, absolutely, the Collateral, in the manner and form done, or intended to be done, in the Security Documents, free and clear of all Liens, except for the Liens (A) created by the Security Documents or Documents, (B) to the extent otherwise permitted by the Indenture or provided in the Security DocumentsDocuments and (C) Liens contested in good faith or arising by operation of law and not by contract, and will forever warrant and defend the title to the same against the claims of all Persons whatsoever; (ii) will execute, acknowledge and deliver to the Trustee, at Holdings' and/or its Subsidiaries' the Company's expense, at any time and from time to time such further assignments, transfer, assurances or other instruments as may may, in the opinion of the Trustee, be required to effectuate the terms of this Indenture or the Security Documents; and (iii) will at any time and from time to time do or cause to be done all such acts and things as may be necessary or proper, or as may be required by the Trustee, to assure and confirm to the Trustee the Security Interest in the Collateral contemplated hereby and by the Security Documents, in each case, subject to and as permitted by the terms of this Indenture and any release or subordination contemplated in Section 1405 hereof.

Appears in 1 contract

Samples: Indenture (Louisiana Casino Cruises Inc)

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