General perfection Clause Samples
The "General perfection" clause establishes the requirement for a party, typically a secured creditor, to take all necessary steps to perfect its security interest in collateral. This may involve filing financing statements, registering interests with relevant authorities, or taking possession or control of certain assets to ensure the security interest is legally recognized and enforceable against third parties. By mandating these actions, the clause ensures that the secured party's rights are protected and prioritized in the event of debtor default or insolvency, thereby reducing the risk of disputes over collateral ownership.
General perfection. The Security Provider must take, at its own expense, promptly, and in any event within any applicable time limit:
(a) whatever action is necessary or desirable; and
(b) any action which the Collateral Agent or any other Finance Party may require, to ensure that this Security is as of the first Drawdown Date, and will continue to be until the end of the Security Period, a validly created, attached, enforceable and perfected first priority (except to the extent priority is affected as a result of a Permitted Encumbrance) continuing security interest in the Collateral, in all relevant jurisdictions, securing payment and performance of the Secured Liabilities. This includes the giving of any notice, order or direction, the making of any filing or registration, the passing of any resolution and the execution and delivery of any documents or agreements which the Collateral Agent may think expedient.
General perfection. (a) The Pledgor must take, at its own expense, promptly, and in any event within any applicable time limit whatever action is necessary or reasonably requested by the Inventory Collateral Agent or any other First Lien Secured Party to ensure that this Security is as of the date hereof, and will continue to be until the Discharge of First Lien Obligations, a validly created, attached, enforceable and perfected first-priority continuing security interest in the Collateral in favor of the First Lien Secured Parties, in all relevant jurisdictions, securing payment and performance of the First Lien Obligations and in each case, to protect this Security, to enable the Inventory Collateral Agent to exercise and enforce its rights, powers and remedies under this Agreement with respect to any of the Collateral and to facilitate the assignment or transfer of any rights and/or obligations of the Inventory Collateral Agent or the applicable First Lien Secured Parties under this Agreement. The Pledgor will pay any applicable filing fees, recordation taxes and related expenses relating to the Collateral.
(b) Without limiting the generality of the foregoing, this includes the giving of any notice, order or direction, the making of any filing or registration, the passing of any resolution and the execution and delivery of any documents or agreements which are necessary or the Inventory Collateral Agent reasonably deems desirable and the taking of any of the actions described in the following provisions of this Section 3 (Perfection and Further Assurances).
General perfection. The Pledgors must take, at their own expense, promptly, and in any event within any applicable time limit:
(a) whatever action is necessary or desirable; and
(b) any action which the Security Agent or any other Finance Party may require, to ensure that this Security is as of the First Utilisation Date, and will continue to be until the end of the Security Period, a validly created, attached, enforceable and perfected first priority continuing security interest in the Pledged Collateral, in all relevant jurisdictions, securing payment and performance of the Secured Liabilities. This includes the giving of any notice, order or direction, the making of any filing or registration, the passing of any resolution and the execution and delivery of any documents or agreements which the Security Agent or any other Finance Party may reasonably determine to be necessary or expedient.
General perfection. The Grantor must take, at its own expense, promptly, and in any event within any applicable time limit:
(a) whatever action is necessary or reasonably desirable; and
(b) any action which the Collateral Agent may reasonably require, to ensure that this Security is as of the date Notes are first issued under the Indenture, and will continue to be until the end of the Security Period, a validly created, attached, enforceable and perfected first priority continuing security interest in the Collateral, in all relevant jurisdictions, securing payment and performance of the Secured Liabilities. This includes the giving of any notice, order or direction, the making of any filing or registration, the passing of any resolution and the execution and delivery of any documents or agreements which the Collateral Agent may think expedient.
General perfection. The Pledgor must take, at its own expense, promptly, and in any event within any applicable time limit:
(a) whatever action is necessary; and
(b) any other action which the Collateral Agent or any other Finance Party may reasonably require, to ensure that this Security is as of the first Drawdown Date, and will continue to be until the end of the Security Period, a validly created, attached, enforceable and perfected first priority (except to the extent priority is affected as a result of a Permitted Encumbrance) continuing security interest in the Pledged Collateral, in all relevant jurisdictions, securing payment and performance of the Secured Liabilities. This includes the giving of any notice, order or direction, the making of any filing or registration, the passing of any resolution and the execution and delivery of any documents or agreements which the Collateral Agent may reasonably require.
General perfection. The Security Providers must take, at their own expense, promptly, and in any event within any applicable time limit:
(a) whatever action is necessary or desirable; and
(b) any action which the Security Agent or any other Finance Party may require, to ensure that this Security is as of the First Utilisation Date, and will continue to be until the end of the Security Period, a validly created, attached, enforceable and (except as otherwise set forth in the provisos below) perfected first priority continuing security interest in the Collateral in all relevant jurisdictions, securing payment and performance of the Secured Liabilities; provided that the parties hereto agree that the only action the Security Providers shall be required to take to perfect the Security Agent’s Security in the Collateral, other than the Specified Collateral, is to file (or permit the Security Agent to file) financing statements (and any necessary continuation statements relating thereto) in the Relevant States; and provided, further, that the Shared Collateral shall be subject to the Motorola Intercreditor Agreement. With respect to the Specified Collateral, this includes the giving of any notice, order or direction, the making of any filing or registration, the passing of any resolution and the execution and delivery of any documents or agreements which the Security Agent may reasonably determine to be necessary or expedient.
General perfection. The Grantor shall take, at its own expense, promptly, and in any event within any applicable time limit:
(a) whatever action is necessary; and
(b) any action that the Collateral Agent may reasonably require, to ensure that the Security is, as of the date the Notes are first issued under the Indenture, and will continue to be until the end of the Security Period, a validly created, attached, enforceable and perfected continuing security interest in the U.S. Collateral, to the extent such security interest can be perfected by the filing of financing statements and short-form security interests as described in Sections 4.2 and 4.3, subject to no Liens other than Permitted Liens and subject in priority to no Liens other than Permitted Prior Liens, in all relevant jurisdictions, securing payment and performance of the Secured Liabilities. This includes the giving of any notice, order or direction, the making of any filing or registration, the passing of any resolution and the execution and delivery of any documents or agreements which the Collateral Agent may reasonably require.
General perfection. Each Grantor must take, at its own expense, promptly, and in any event within any applicable time limit:
(a) whatever action is necessary or reasonably desirable; and
(b) any action which the Collateral Agent may reasonably require, to ensure that this Security is as of the date Notes are first issued under the Indenture, and will continue to be until the end of the Security Period, a validly created, attached, enforceable and perfected continuing security interest in the Collateral, subject to no Liens other than Permitted Liens and subject in priority to no Liens other than Priority Liens and Permitted Prior Liens, in all relevant jurisdictions, securing payment and performance of the Secured Liabilities. This includes the giving of any notice, order or direction, the making of any filing or registration, the passing of any resolution and the execution and delivery of any documents or agreements which the Collateral Agent may reasonably require.
General perfection. The Pledgor must take, at its own expense, promptly, and in any event within any applicable time limit:
(a) whatever action is necessary or reasonably desirable; and
(b) any action which the Collateral Agent may reasonably require, to ensure that this Security is as of the date of this Agreement, and will continue to be until the end of the Security Period, a validly created, attached, enforceable and perfected first priority continuing security interest in the Pledged Collateral, in all relevant jurisdictions, securing payment and performance of the Secured Liabilities. This includes the giving of any notice, order or direction, the making of any filing or registration, the passing of any resolution and the execution and delivery of any documents or agreements which the Collateral Agent may require.
General perfection. Each Pledgor must take, at its own expense, promptly, and in any event within any applicable time limit:
(a) whatever action is necessary or desirable; and
(b) any action which the Security Trustee or any other Finance Party may require pursuant to the Credit Agreement and permitted by the DIP Order, to ensure that this Security is as of the Effective Date, and will continue to be until the end of the Security Period, a validly created, attached, enforceable and perfected first priority continuing security interest in the Pledged Collateral, in all relevant jurisdictions, securing payment and performance of the Secured Liabilities. This includes the giving of any notice, order or direction, the making of any filing or registration, the passing of any resolution and the execution and delivery of any documents or agreements which the Security Trustee may think expedient at any time and from time to time upon the written request of the Security Trustee (and at the sole expense of the Pledgors).