Common use of Grant and Perfection of Security Interest Clause in Contracts

Grant and Perfection of Security Interest. To secure the full and punctual payment and performance of the Liabilities, each of the Debtors grants to Secured Party a continuing and unconditional security interest in the Collateral on the terms and conditions described in this Agreement. From time to time at the request of Secured Party, each Debtor shall execute, deliver, file, and record all assignments, notices of lien, financing statements, continuation statements, statements of change, certificates of title, and other documents, pay the cost of preparing, processing and filing or recording them in every place specified by Secured Party, and do all such other acts and things, as Secured Party in each case may reasonably request from time to time to create, perfect, and preserve a valid security interest in the Collateral, free from all other Liens to secure the full and punctual payment and performance of the Liabilities or to enable Secured Party to exercise and enforce Secured Party's rights and powers under this Agreement with respect to the Collateral (including filings with the United States Copyright Office and the United States Patent and Trademark Office to create, perfect, and preserve a valid security interest in certain General Intangibles). With respect to any item of Collateral that must be titled, documented, or registered as a motor vehicle according to the laws of any jurisdiction, each Debtor shall take all action necessary to title, document, or register that Collateral as a motor vehicle, cause Secured Party's lien to be noted on the registration, certificate of title, or document of title, and immediately notify Secured Party of the action taken. Each Debtor authorizes Secured Party to file, in jurisdictions where this authorization will be given effect, a UCC financing or continuation statement signed only by Secured Party and describing the Collateral in the same manner as it is described in this Agreement. 131 At the request of Secured Party, each Debtor also shall file any financing statement or other document requested by Secured Party, listing any lessee of any Collateral of the Debtor as "lessee," the Debtor as "lessor," and Secured Party as "assignee," and the Debtor must pay the cost of preparing, processing, and filing that document.

Appears in 1 contract

Samples: Employment Agreement (Sailtech International Inc)

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Grant and Perfection of Security Interest. To secure the full and punctual payment pay­ment and performance of the LiabilitiesObligations, each of the Debtors grants Borrowers hereby grant to Secured Party Lender a continuing and unconditional security interest in the Collateral on Collateral, subject to and subordinated only to the terms and conditions described in this AgreementFirst Lien. From time to time at the request of Secured PartyLender, each Debtor Borrowers shall execute, deliver, file, and record all assignments, notices of lien, financing statementsfinanc­ing state­ments, continuation statements, statements of change, certificates of title, patents, copyrights and trademark filings and other documents, pay the cost of preparing, processing processing, and filing or recording them in every place specified by Secured PartyLender, and do all such other acts and things, things as Secured Party in each case Lender may reasonably request from time to time to createcre­ate, perfectper­fect, and preserve a valid security interest in the CollateralCollat­eral, free from all other Liens Liens, except for the First Lien and as expressly allowed in writing by Lender or as permitted under the Loan Documents, to secure the full and punctual payment and performance of the Liabilities Obligations or to enable Secured Party Lender to exercise and enforce Secured Party's Lender’s rights and powers under this Security Agreement with respect to the Collateral (including filings with the United States Copyright Office and the United States Patent and Trademark Office Collateral. Lender shall furnish to create, perfect, and preserve Borrowers a valid security interest in certain General Intangibles). With respect to any item of Collateral that must be titled, documented, or registered as a motor vehicle according to the laws copy of any jurisdiction, each Debtor shall take all action necessary to title, document, or register that Collateral as a motor vehicle, cause Secured Party's lien to be noted on the registration, certificate of title, or document of title, and immediately notify Secured Party of the action taken. Each Debtor authorizes Secured Party to file, in jurisdictions where this authorization will be given effect, a UCC financing or continuation statement signed only filed by Secured Party and describing Lender with respect to the Collateral in the same manner as it is described in security interests granted by this Security Agreement. 131 At the request and option of Secured PartyLender, each Debtor also Borrowers shall file use all commercially reasonable efforts to take any financing statement or other document and all reasonable action requested by Secured PartyLender that is necessary or useful for the attachment, listing perfection, and priority of, and the ability of Lender to enforce, Lender’s security interest in any lessee of any Collateral and all of the Debtor as "lessee," the Debtor as "lessor," Collateral, including (a) obtaining (in form and Secured Party as "assignee," and the Debtor must pay the cost of preparingsubstance reasonably acceptable to Lender) all waivers, processingconsents, and approvals from each person that Lender deems reasonably necessary, (b) executing, delivering, and where appropriate, filing financing statements and related amendments under the UCC, to the extent if any, that documentany Borrower’s signature is required, (c) complying with any law, if compliance with the law is a condition to the attachment, perfection, or priority of, or ability of Lender to enforce, its security interest in that Collateral, and (d) causing Lender’s name to be noted as secured party on any certificate of title for a titled good if the notation is a condition to the attachment, perfection, or priority of, or ability of Lender to enforce, its security interest in that Collateral.

Appears in 1 contract

Samples: Security Agreement (Wound Management Technologies, Inc.)

Grant and Perfection of Security Interest. To secure the full Mortgagor hereby transfers, assigns, delivers and punctual payment and performance of the Liabilities, each of the Debtors grants to Secured Party Mortgagee a continuing and unconditional security interest in and right of set-off against the Collateral on Personal Property as security for payment of the terms Secured Indebtedness. Mortgagor hereby authorizes Mortgagee to file in each and conditions described every jurisdiction as Mortgagee shall determine one or more financing statements (or a photocopy of this Mortgage in this Agreement. From time to time at the request of Secured Party, each Debtor shall execute, deliver, file, and record all assignments, notices of lien, substitution for a financing statementsstatement), continuation statements, statements of change, certificates of title, and other documents, pay the cost of preparing, processing and filing or recording them in every place specified by Secured Party, and do all such other acts and things, amendments thereto as Secured Party in each case may reasonably request Mortgagee shall at any time or from time to time to create, perfectdetermine, and preserve otherwise containing such information as is required or is permissible to be contained in a valid financing statement filed pursuant to Article 9 of the Code. Mortgagor shall have possession of the Personal Property, except to the extent otherwise expressly provided in this Mortgage or where Mortgagee elects, in its sole and absolute discretion, to perfect its security interest by possession in addition to or instead of filing of a financing statement. To the extent that any Personal Property is in the Collateralpossession of a third party, free Xxxxxxxxx agrees that it shall join with Mortgagee, and take such other steps as Mortgagee shall require, in notifying, but also hereby authorizes Mortgagee to directly notify without Xxxxxxxxx's joinder, the third party of Mortgagee's security interest and obtaining an acknowledgment in such form or forms as Mortgagee shall require from all other Liens to secure the full and punctual payment and performance third party that it is holding the Personal Property or such portion as is held by the third party for the benefit of the Liabilities or to enable Secured Party to exercise Mortgagee and enforce Secured Party's rights and powers under this Agreement with respect subject to the Collateral (including filings with the United States Copyright Office security interest granted herein and the United States Patent and Trademark Office to create, perfectoperation of this Mortgage. Xxxxxxxxx agrees that it shall join with Mortgagee, and preserve a valid security interest take such other steps as Mortgagee shall require, in certain General Intangibles). With respect to any item of Collateral that must be titled, documented, or registered as a motor vehicle according to the laws obtaining "control" of any jurisdictionInvestment Property, each Debtor shall take all action necessary to titleDeposit Accounts, documentLetter of Credit Rights or Electronic Chattel Paper (as such terms are defined in the Code) forming any part of the Personal Property, or register that Collateral as a motor vehicle, cause Secured Party's lien with any agreements establishing control to be noted on the registration, certificate of title, or document of title, in form and immediately notify Secured Party of the action taken. Each Debtor authorizes Secured Party substance satisfactory to file, in jurisdictions where this authorization will be given effect, a UCC financing or continuation statement signed only by Secured Party and describing the Collateral in the same manner as it is described in this Agreement. 131 At the request of Secured Party, each Debtor also shall file any financing statement or other document requested by Secured Party, listing any lessee of any Collateral of the Debtor as "lessee," the Debtor as "lessor," and Secured Party as "assignee," and the Debtor must pay the cost of preparing, processing, and filing that documentMortgagee.

Appears in 1 contract

Samples: Mortgage, Security Agreement (Bovie Medical Corp)

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Grant and Perfection of Security Interest. To secure the full and punctual payment pay­ment and performance of the LiabilitiesObligations, each of the Debtors grants Borrowers hereby grant to Secured Party Lender a continuing and unconditional security interest in the Collateral on the terms and conditions described in this AgreementCollateral. From time to time at the request of Secured PartyLender, each Debtor Borrowers shall execute, deliver, file, and record all assignments, notices of lien, financing statementsfinanc­ing state­ments, continuation statements, statements of change, certificates of title, patents, copyrights and trademark filings and other documents, pay the cost of preparing, processing processing, and filing or recording them in every place specified by Secured PartyLender, and do all such other acts and things, things as Secured Party in each case Lender may reasonably request from time to time to createcre­ate, perfectper­fect, and preserve a valid security interest in the CollateralCollat­eral, free from all other Liens Liens, except as expressly allowed in writing by Lender or as permitted under the Loan Documents, to secure the full and punctual payment and performance of the Liabilities Obligations or to enable Secured Party Lender to exercise and enforce Secured Party's Lender’s rights and powers under this Security Agreement with respect to the Collateral (including filings with the United States Copyright Office and the United States Patent and Trademark Office Collateral. Lender shall furnish to create, perfect, and preserve Borrowers a valid security interest in certain General Intangibles). With respect to any item of Collateral that must be titled, documented, or registered as a motor vehicle according to the laws copy of any jurisdiction, each Debtor shall take all action necessary to title, document, or register that Collateral as a motor vehicle, cause Secured Party's lien to be noted on the registration, certificate of title, or document of title, and immediately notify Secured Party of the action taken. Each Debtor authorizes Secured Party to file, in jurisdictions where this authorization will be given effect, a UCC financing or continuation statement signed only filed by Secured Party and describing Lender with respect to the Collateral in the same manner as it is described in security interests granted by this Security Agreement. 131 At the request and option of Secured PartyLender, each Debtor also Borrowers shall file use all commercially reasonable efforts to take any financing statement or other document and all reasonable action requested by Secured PartyLender that is necessary or useful for the attachment, listing perfection, and priority of, and the ability of Lender to enforce, Lender’s security interest in any lessee of any Collateral and all of the Debtor as "lessee," the Debtor as "lessor," Collateral, including (a) obtaining (in form and Secured Party as "assignee," and the Debtor must pay the cost of preparingsubstance reasonably acceptable to Lender) all waivers, processingconsents, and approvals from each person that Lender deems reasonably necessary, (b) executing, delivering, and where appropriate, filing financing statements and related amendments under the UCC, to the extent if any, that documentany Borrower’s signature is required, (c) complying with any law, if compliance with the law is a condition to the attachment, perfection, or priority of, or ability of Lender to enforce, its security interest in that Collateral, and (d) causing Lender’s name to be noted as secured party on any certificate of title for a titled good if the notation is a condition to the attachment, perfection, or priority of, or ability of Lender to enforce, its security interest in that Collateral.

Appears in 1 contract

Samples: Security Agreement (Wound Management Technologies, Inc.)

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