Grant of Security Interests. (a) As security for the prompt and complete payment and performance when due of all of the Obligations, each Assignor does hereby sell, assign and transfer unto the Collateral Agent, and does hereby grant to the Collateral Agent for the benefit of the Secured Creditors, a continuing security interest of first priority (subject to Permitted Liens) in, all of the right, title and interest of the Assignor in, to and under all of the following, whether now existing or hereafter from time to time acquired: (i) each and every Receivable, (ii) all Contracts, together with all Contract Rights arising thereunder, (iii) all Inventory, (iv) the Cash Collateral Account and all monies, securities and instruments deposited or required to be deposited in such Cash Collateral Account, (v) all Equipment, (vi) all Marks, together with the registrations and right to all renewals thereof, and the goodwill of the business of the Assignor symbolized by the Marks, (vii) all Patents and Copyrights, and all reissues, renewals or extensions thereof, (viii) all Intellectual Property Licensee Rights, (ix) all computer programs of such Assignor and all intellectual property rights therein and all other proprietary information of such Assignor, including, but not limited to, Trade Secrets, (x) all other Goods, General Intangibles, Chattel Paper, Documents and Instruments (other than the Pledged Securities), and (xi) all Proceeds and products of any and all of the foregoing (all of the above, collectively, the "Collateral"). Notwithstanding anything to the contrary contained in this Agreement, the term "Collateral" shall not include any assets that are subject to the liens under any Equipment Financing Transaction (it being understood that at such time as such assets are no longer subject to any such Equipment Financing Transaction and the same continue to be owned by any Assignor, such assets automatically shall constitute part of the Collateral subject to the terms of this Agreement). (b) The security interests of the Collateral Agent under this Agreement extend to all Collateral of the kind which is the subject of this Agreement which the Assignor may acquire at any time during the continuation of this Agreement.
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Samples: Security Agreement, Security Agreement (Universal Compression Inc)
Grant of Security Interests. (a) As security for the prompt and complete payment and performance when due of all of the ObligationsObligations of such Assignor, each Assignor does hereby sell, assign and transfer unto the Collateral Agent, and does hereby pledge and grant to the Collateral Agent for the benefit of the Secured Creditors, a continuing security interest of first priority (subject to Permitted Liens) in, all of the right, title and interest of the such Assignor in, to and under all of the following, whether now existing or hereafter from time to time acquired: (i) each and every Receivable, (ii) all Contracts, together with all Contract Rights arising thereunder, (iii) all Inventory, (iv) the Cash Collateral Account and all monies, securities and instruments deposited or required to be deposited in such Cash Collateral Account, (v) all Equipment, (viv) all Marks, together with the registrations and right to all renewals thereof, and the goodwill of the business of the such Assignor symbolized by the Marks, (viivi) all Patents and Copyrights, and all reissues, renewals or extensions thereof, (viii) all Intellectual Property Licensee Rights, (ixvii) all computer programs of such Assignor and all intellectual property rights therein and all other proprietary information of such Assignor, including, but not limited to, Trade Secretstrade secrets, (xviii) all other Goods, General Intangibles, Chattel Paper, Documents Documents, Instruments and other assets of such Assignor, (ix) the Cash Collateral Account and all monies, securities and Instruments (other than the Pledged Securities), deposited or required to be deposited in such Cash Collateral Account and (xix) all Proceeds and products of any and all of the foregoing (all of the above, collectively, the "Collateral"). Notwithstanding anything to the contrary contained in this Agreement, the term "Collateral" Collateral shall not include any assets that are subject to American Supplies as defined in the liens under any Equipment Financing Transaction American Airlines Catering Agreements with Sky Chefs and Caterair (it being understood that at such time as such assets are no longer subject to any such Equipment Financing Transaction and in effect on the same continue to be owned by any Assignor, such assets automatically shall constitute part of the Collateral subject to the terms of this Agreementdate hereof).
(b) The security interests of the Collateral Agent under this Agreement extend to all Collateral of the kind which is the subject of this Agreement which the Assignor may acquire at any time during the continuation of this Agreement.
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Samples: Credit Agreement (Sky Chefs Argentine Inc), Term Loan Agreement (Sky Chefs Argentine Inc)
Grant of Security Interests. (a) As security for the --------------------------- prompt and complete payment and performance when due of all of the its Obligations, each Assignor does hereby sell, assign and transfer unto the Collateral Agent, and does hereby pledge and grant to the Collateral Agent for the benefit of the Secured Creditors, a continuing security interest of first priority (subject to Permitted Liens) in, all of the right, title and interest of the such Assignor in, to and under all of the following, whether now existing or hereafter from time to time acquired: (i) each and every Receivable, (ii) all ContractsContracts (other than Excluded Contracts except to the extent provided in the definition thereof), together with all Contract Rights arising thereunder, (iii) all Inventory, (iv) all Equipment, (v) all Marks, together with the registrations and right to all renewals thereof, and the goodwill of the business of such Assignor symbolized by the Marks, (vi) all Patents and Copyrights, (vii) all computer programs of such Assignor and all intellectual property rights therein (to the extent not constituting Excluded Contracts) and all other proprietary information of such Assignor, including, but not limited to, trade secrets, (viii) all other Goods, General Intangibles, Chattel Paper, Documents and Instruments, (ix) the Cash Collateral Account and all monies, securities and instruments deposited or required to be deposited in such Cash Collateral Account, (v) all Equipment, (vi) all Marks, together with the registrations and right to all renewals thereof, and the goodwill of the business of the Assignor symbolized by the Marks, (vii) all Patents and Copyrights, and all reissues, renewals or extensions thereof, (viii) all Intellectual Property Licensee Rights, (ix) all computer programs of such Assignor and all intellectual property rights therein and all other proprietary information of such Assignor, including, but not limited to, Trade Secrets, (x) all other Goods, General Intangibles, Chattel Paper, Documents and Instruments (other than the Pledged Securities), and (xi) all Proceeds and products of any and all of the foregoing (all of the above, collectively, the "Collateral"). Notwithstanding anything to the contrary contained in this Agreementforegoing, the term "Collateral" shall not include any assets Specified Asset that are subject is transferred to the liens under any Equipment Financing Transaction Receivables Entity pursuant to (it being understood that at such time as such assets are no longer subject to any such Equipment Financing Transaction but only after the execution and delivery of) the same continue to be owned by any Assignor, such assets automatically shall constitute part of the Collateral subject to the terms of this Agreement)Accounts Receivable Facility Documents.
(b) The security interests interest of the Collateral Agent under this Agreement extend extends to all Collateral of the kind which is the subject of this Agreement which the any Assignor may acquire at any time during the continuation of this Agreement.
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Grant of Security Interests. (a) As security for the prompt and complete payment and performance when due of all of the its Obligations, each Assignor does hereby sell, here by assign and transfer unto the Collateral Agent, and does hereby pledge and grant to the Collateral Agent for the benefit of the Secured Creditors, a continuing security interest of first priority (subject to Permitted Liens) in, in all of the right, title and interest of the such Assignor in, to and under all of the following, whether now existing or hereafter from time to time acquired: (i) each and every Receivable, (ii) all Contracts, together with all Contract Rights arising thereunder, (iii) all Inventory, (iv) the Cash Collateral Account and all monies, securities and instruments deposited or required to be deposited in such Cash Collateral Account, (v) all Equipment, (viv) all Marks, together with the registrations and right to all renewals thereof, and the goodwill of the business of the any Assignor symbolized by the Marks, (viivi) all Patents and Copyrights, and all reissues, renewals or extensions thereof, (viii) all Intellectual Property Licensee Rights, (ixvii) all computer programs of such Assignor and all intellectual property rights therein and all other proprietary information of such Assignor, including, but not limited to, Trade Secretstrade secrets, (xviii) all other Goods, General Intangibles, Chattel Paper, Documents Documents, Instruments and other assets of such Assignor, (ix) the Cash Collateral Account and all moneys, securities and Instruments (other than the Pledged Securities), deposited or required to be deposited in such Cash Collateral Account and (xix) all Proceeds and products of any and all of the foregoing (all of the above, collectively, the "Collateral"). Notwithstanding anything to the contrary contained in this Agreement, the term "Collateral" shall not include any assets that are subject to the liens under any Equipment Financing Transaction (it being understood that at such time as such assets are no longer subject to any such Equipment Financing Transaction and the same continue to be owned by any Assignor, such assets automatically shall constitute part of the Collateral subject to the terms of this Agreement).
(b) The security interests interest of the Collateral Agent under this Agreement extend extends to all Collateral of the kind which is the subject of this Agreement which the any Assignor may acquire at any time during the continuation of this Agreement.
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Grant of Security Interests. (a) As security for the prompt and complete payment and performance when due of all of the its Obligations, each Assignor does hereby sell, assign and transfer unto the Collateral Agent, and does hereby pledge and grant to the Collateral Agent for the benefit of the Secured Creditors, a continuing security interest of first priority (subject to Permitted Liens) in, all of the right, title and interest of the such Assignor in, to and under all of the following, whether now existing or hereafter from time to time acquired: (i) each and every Receivable, (ii) all Contracts, together with all Contract Rights arising thereunderthereunder (other than Contracts which would be breached by the grant of the security interests created therein pursuant to the terms of this Agreement), (iii) all Inventory, (iv) the Cash Collateral Account and all monies, securities and instruments deposited or required to be deposited in such Cash Collateral Account, (v) all Equipment, (viv) all Marks, together with the registrations and right to all renewals thereof, and the goodwill of the business of the such Assignor symbolized by the Marks, (viivi) all Patents and Copyrights, and all reissues, renewals or extensions thereof, (viii) all Intellectual Property Licensee Rights, (ixvii) all computer programs of such Assignor and all intellectual property rights therein and all other proprietary information of such Assignor, including, but not limited to, Trade Secretstrade secrets, (xviii) all other Goods, General Intangibles, Chattel Paper, Documents and Instruments Instruments, (other than ix) the Pledged Securities)Cash Collateral Account and all monies, securities and instruments deposited or required to be deposited in such Cash Collateral Account, (x) all Books, (xi) all Investment Property and (xixii) all Proceeds and products of any and all of the foregoing (all of the above, collectively, the "Collateral"). Notwithstanding anything to the contrary contained in this Agreement, the term "Collateral" shall not include any assets that are subject to the liens under any Equipment Financing Transaction (it being understood that at such time as such assets are no longer subject to any such Equipment Financing Transaction and the same continue to be owned by any Assignor, such assets automatically shall constitute part of the Collateral subject to the terms of this Agreement).
(b) The security interests interest of the Collateral Agent under this Agreement extend extends to all Collateral of the kind which is the subject of this Agreement which the any Assignor may acquire at any time during the continuation of this Agreement.
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Grant of Security Interests. (a) As security for the prompt and --------------------------- complete payment and performance when due of all of its Obligations under the ObligationsNote, each Assignor does hereby sell, assign and transfer unto the Collateral AgentSecured Party, and does hereby pledge and grant to the Collateral Agent for the benefit of the Secured Creditors, Party a continuing security interest of first priority in and to the following (subject to Permitted Lienscollectively, the "Collateral"):
(a) in, all All of the right, title and interest of the Assignor in, to and under all of the following, whether now existing or hereafter from time to time acquired: (i) each and every Receivable, (ii) all Contracts, together with all Contract Rights arising thereunder, (iii) all Inventory, (iv) the Cash Collateral Account and all monies, securities and instruments deposited or required to be deposited in such Cash Collateral Account, (v) all Equipment, (vi) all Marks, together with the registrations and right to all renewals thereof, and the goodwill of the business of the Assignor symbolized by the Marks, (viiii) all Patents and Copyrights, and all reissues, renewals or extensions thereof, (viii) all Intellectual Property Licensee Rights, (ixiii) all computer programs of such Assignor and all intellectual property rights therein and all other proprietary information of such Assignor, including, but not limited to, Trade SecretsSecret Rights;
(b) All of the right, title and interest of Assignor in, to and under all Eligible Receivables, whether now existing or hereafter from time to time arising or acquired;
(xc) All General Intangibles (including payment intangibles and software) and other personal property of Assignor of every kind and nature (including, without limitation, cash, tort claims (commercial or otherwise) and letter of credit rights) relating to any or all other Goodsof Assignor's property, General Intangiblesrights, Chattel Paper, Documents titles and Instruments interests described or referred to in clauses (other than the Pledged Securities), a) and (xib) all of this Section 1.1; and
(d) All Proceeds and products of any and all of the foregoing (all of the above, collectively, the "Collateral")foregoing. Notwithstanding anything to the contrary contained in this Agreement, the term "Collateral" shall not include any assets that are subject to the liens under any Equipment Financing Transaction (it being understood that at such time as such assets are no longer subject to any such Equipment Financing Transaction and the same continue to be owned by any Assignor, such assets automatically shall constitute part of the Collateral subject to the terms of this Agreement).
(b) The security interests interest of the Collateral Agent Secured Party under this Agreement extend extends to all Collateral of the kind which is the subject of this Agreement which the Assignor may acquire at any time during the continuation term of this Agreement.
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Grant of Security Interests. (a) As security for the prompt and complete payment and performance when due of all Obligations of the Obligationssuch Assignor, each Assignor does hereby sell, assign and transfer unto the Collateral Agent, and does hereby pledge and grant to the Collateral Agent for the benefit of the Secured Creditors, a continuing security interest of first priority (subject to Permitted Liens) in, all of the right, title and interest of the such Assignor in, to and under all of the following, whether now existing or hereafter from time to time acquired: :
(i) each and every Receivable, ;
(ii) all Contracts, together with all Contract Rights arising thereunder, ;
(iii) all Inventory, ;
(iv) the Cash Collateral Account and any other cash collateral account established for any Assignor and all moniesmoneys, securities and instruments deposited or required to be deposited in such Cash Collateral Account, ;
(v) all Equipment, ;
(vi) all Marks, together with the registrations and right to all renewals thereof, and the goodwill of the business of the such Assignor symbolized by the Marks, ;
(vii) all Patents and Copyrights, Copyrights and all reissues, renewals or and extensions thereof, ;
(viii) all Intellectual Property Licensee Rights, (ix) all computer programs of such Assignor and all intellectual property rights therein and all other proprietary information of such Assignor, including, but not limited to, trade secrets and Trade Secrets, Secret Rights;
(ix) all insurance policies;
(x) all other Goods, General Intangibles, . Chattel Paper, Documents and Instruments and other assets of such Assignor (other than the Pledged Securities), and ; and
(xi) all Proceeds and products of any and all of the foregoing (all of the above, collectively, the "Collateral"). Notwithstanding anything to the contrary contained in this Agreement, the term "Collateral" shall not include any assets that are subject to the liens under any Equipment Financing Transaction (it being understood that at such time as such assets are no longer subject to any such Equipment Financing Transaction and the same continue to be owned by any Assignor, such assets automatically shall constitute part of the Collateral subject to the terms of this Agreement).
(b) The security interests interest of the Collateral Agent under this Agreement extend extends to all Collateral of the kind which is the subject of this Agreement which the any Assignor may acquire at any time during the continuation of this Agreement.
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Grant of Security Interests. (a) As security for the prompt --------------------------- and complete payment and performance when due of all of its Obligations (all capitalized terms used herein and defined in Section 9.1 shall be used herein as so defined), the Obligations, each Assignor does hereby sell, assign and transfer unto the Collateral AgentAssignee, and does hereby grant to the Collateral Agent for the benefit of the Secured Creditors, Assignee a continuing security interest of first priority (subject to Permitted Liens) in, all of the right, title and interest of the Assignor in, to and under all of the following, whether now existing or hereafter from time to time acquired: (i) each and every Receivable, ; (ii) all Contracts, together with all Contract Rights arising thereunder, ; (iii) all Inventory, ; (iv) the Cash Collateral Account and all monies, securities and instruments deposited or required to be deposited in such Cash Collateral Account, Equipment; (v) all Equipment, (vi) all Marks, together with the registrations and right to all renewals thereof, and the goodwill of the business of the Assignor symbolized by the Marks, ; (viivi) all Patents and Copyrights, and all reissues, renewals or extensions thereof, ; (viii) all Intellectual Property Licensee Rights, (ixvii) all computer programs of such the Assignor and all intellectual property rights therein and all other proprietary information of such the Assignor, including, but not limited to, Trade Secrets, trade secrets; (xviii) all cash of the Assignor wherever held and in whatever form; (ix) all other Goods, General Intangibles, Chattel Paper, Documents and Instruments (other than the Pledged SecuritiesStock), ; and (xix) all Proceeds and products of any and all of the foregoing (all of the above, collectively, the "Collateral"). Notwithstanding anything to the contrary contained in this Agreement, the term "Collateral" shall not include any assets that are subject to the liens under any Equipment Financing Transaction (it being understood that at such time as such assets are no longer subject to any such Equipment Financing Transaction and the same continue to be owned by any Assignor, such assets automatically shall constitute part of the Collateral subject to the terms of this Agreement).
(b) The security interests interest of the Collateral Agent Assignee under this Agreement extend extends to all Collateral of the kind which is the subject of this Agreement described in preceding clause (a) which the Assignor may acquire at any time during the continuation of this Agreement.
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Grant of Security Interests. (a) As security for the prompt and complete payment and performance when due of all of the Obligations, each Assignor does hereby sell, assign and transfer unto the Collateral Agent, and does hereby pledge and grant to the Collateral Agent for the benefit of the Secured Creditors, a continuing security interest of first priority (subject to Permitted Liens) in, all of the right, title and interest of the such Assignor in, to and under all of the following, whether now existing or hereafter from time to time acquired: :
(i) each and every Receivable, ;
(ii) all Contracts, together with all Contract Rights arising thereunder, ;
(iii) all Inventory, ;
(iv) the Cash Collateral Account and any other cash collateral account established for any Assignor for the benefit of the Secured Creditors and all moniesmoneys, securities and instruments deposited or required to be deposited in such Cash Collateral Account, ;
(v) all Equipment, ;
(vi) all Marks, together with the registrations and right to all renewals thereof, and the goodwill of the business of the such Assignor symbolized by the Marks, ;
(vii) all Patents and Copyrights, Copyrights and all reissues, renewals or and extensions thereof, ;
(viii) all Intellectual Property Licensee Rights, (ix) all computer programs of such Assignor and all intellectual property rights therein and all other proprietary information of such Assignor, including, but not limited to, trade secrets and Trade Secrets, Secret Rights;
(ix) all insurance policies;
(x) all other Goods, General Intangibles, Chattel Paper, Documents and Instruments and other assets of such Assignor (other than the Pledged Securities), and ; and
(xi) all Proceeds and products of any and all of the foregoing (all of the above, collectively, the "Collateral"). Notwithstanding anything to the contrary contained in this Agreement, the term "Collateral" shall not include any assets that are subject to the liens under any Equipment Financing Transaction (it being understood that at such time as such assets are no longer subject to any such Equipment Financing Transaction and the same continue to be owned by any Assignor, such assets automatically shall constitute part of the Collateral subject to the terms of this Agreement).
(b) The security interests of the Collateral Agent under this Agreement extend to all Collateral of the kind which is the subject of this Agreement which the Assignor may acquire at any time during the continuation of this Agreement.
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Grant of Security Interests. (a) As security for the prompt and complete payment and performance when due of all of the its Obligations, each Assignor does hereby sell, assign and transfer unto the Collateral Agent, and does hereby pledge and grant to the Collateral Agent for the benefit of the Secured Creditors, a continuing security interest of first priority (subject to Permitted Liens) in, all of the right, title and interest of the such Assignor in, to and under all of the following, whether now existing or hereafter from time to time acquired: (i) each and every Receivable, (ii) all Contracts, together with all Contract Rights arising thereunderthereunder (other than Contracts which by their terms cannot be pledged (although the right to receive payments of money thereunder shall not be excluded from the security interest created hereunder)), (iii) all Inventory, (iv) all Equipment, (v) all Marks, together with the registrations and right to all renewals thereof, and the goodwill of the business of such Assignor symbolized by the Marks, (vi) all Patents and Copyrights, (vii) all computer pro grams of such Assignor and all intellectual property rights therein (other than such programs and rights which by their terms cannot be pledged) and all other proprietary information of such Assignor, including, but not limited to, trade secrets, (viii) all other Goods, General Intangibles, Chattel Paper, Documents and Instruments, (ix) the Cash Collateral Account and all monies, securities and instruments deposited or required to be deposited in such Cash Collateral Account, (v) all Equipment, (vi) all Marks, together with the registrations and right to all renewals thereof, and the goodwill of the business of the Assignor symbolized by the Marks, (vii) all Patents and Copyrights, and all reissues, renewals or extensions thereof, (viii) all Intellectual Property Licensee Rights, (ix) all computer programs of such Assignor and all intellectual property rights therein and all other proprietary information of such Assignor, including, but not limited to, Trade Secrets, (x) all other Goods, General Intangibles, Chattel Paper, Documents and Instruments (other than the Pledged Securities), and (xi) all Proceeds and products of any and all of the foregoing (all of the above, collectively, the "Collateral"). Notwithstanding anything to the contrary contained in this Agreement, the term "Collateral" shall not include any assets that are subject to the liens under any Equipment Financing Transaction (it being understood that at such time as such assets are no longer subject to any such Equipment Financing Transaction and the same continue to be owned by any Assignor, such assets automatically shall constitute part of the Collateral subject to the terms of this Agreement).
(b) The security interests interest of the Collateral Agent under this Agreement extend extends to all Collateral of the kind which is the subject of this Agreement which the any Assignor may acquire at any time during the continuation of this Agreement.
Appears in 1 contract
Samples: Security Agreement (McMS Inc)
Grant of Security Interests. (a) As security for the prompt and complete payment and performance when due of all of the Secured Obligations, each Assignor does hereby sell, assign and transfer unto the Collateral Agent, and does hereby grant to the Collateral Agent Agent, for the benefit of the Collateral Agent and the Secured Creditors, a continuing security interest of first priority (subject to Permitted Liens) in, all of the right, title and interest of the such Assignor in, to and under all of the following, whether now existing or hereafter from time to time acquired: acquired (collectively, the "Collateral"):
(i) each and every Receivable, (ii) all Scheduled Contracts, together with all Contract Rights arising thereunder, ,
(ii) all Scheduled Inventory,
(iii) all Inventory, Scheduled Equipment,
(iv) the Cash Collateral Account and all monies, securities and instruments deposited or required to be deposited in such Cash Collateral Account, Scheduled Permits,
(v) all EquipmentGeneral Intangibles, including, without limitation, (viA) all Marks, together with the registrations and right to all renewals thereof, and the goodwill of the business of the such Assignor symbolized by the associated with or attributable to such Marks, (viiB) all Patents and Copyrights, and all reissues, renewals or extensions thereof, (viii) all Intellectual Property Licensee Rights, (ixC) all computer programs of such Assignor and all intellectual property rights therein and all other proprietary information of such Assignortherein, including, but not limited to, Trade Secrets, and
(x) all other Goods, General Intangibles, Chattel Paper, Documents and Instruments (other than the Pledged Securities), and (xivi) all Proceeds and products of any and all of the foregoing (all of the above, collectively, the "Collateral"). Notwithstanding anything to the contrary contained in this Agreement, the term "Collateral" shall not include any assets that are subject to the liens under any Equipment Financing Transaction (it being understood that at such time as such assets are no longer subject to any such Equipment Financing Transaction and the same continue to be owned by any Assignor, such assets automatically shall constitute part of the Collateral subject to the terms of this Agreement)foregoing.
(b) The Collateral Agent's security interests interest in and lien upon the Collateral shall attach to all of the Collateral upon the execution and delivery of this Agreement, without further act being required on the part of either the Collateral Agent or any Assignor. The security interest of the Collateral Agent under this Agreement extend extends to all Collateral of the kind kinds, items, types and descriptions which is are the subject of this Agreement and to which the any Assignor may acquire at any time during the continuation of this Agreementnow has, or hereafter acquires, rights.
Appears in 1 contract
Grant of Security Interests. (a) As security for the prompt and complete payment and performance when due of all of the its Obligations, each Assignor does hereby sell, assign and transfer unto the Collateral Agent, and does hereby pledge and grant to the Collateral Agent for the benefit of the Secured Creditors, a continuing security interest of first priority (subject to Permitted Liens) in, all of the right, title and interest of the such Assignor in, to and under all of the following, whether now existing or hereafter from time to time acquired: (i) each and every Receivable, (ii) all Contracts, together with all Contract Rights arising thereunder, (iii) all Inventory, (iv) the Cash Collateral Account and all monies, securities and instruments deposited or required to be deposited in such Cash Collateral Account, (v) all Equipment, (viv) all Marks, together with the registrations and right to all renewals thereof, and the goodwill of the business of the such Assignor symbolized by the Marks, (viivi) all Patents and Copyrights, and all reissues, renewals or extensions thereof, (viii) all Intellectual Property Licensee Rights, (ixvii) all computer programs of such Assignor and all intellectual property rights therein and all other proprietary information of such Assignor, including, but not limited to, Trade SecretsSecrets Rights, (xviii) all other Goods, General Intangibles, Investment Property, Permits, Chattel Paper, Documents Documents, Instruments and Instruments other assets (including cash), (ix) the Cash Collateral Account and all monies, securities, instruments and other than investments deposited or required to be deposited in such Cash Collateral Account, (x) all other bank, demand, time savings, cash management, passbook, certificates of deposit and similar accounts maintained by such Assignor and all monies, securities, instruments and other investments deposited or required to be deposited in any of the Pledged Securities)foregoing accounts, and (xi) all Proceeds and products of any and all of the foregoing (all of the above, collectively, the "Collateral"). Notwithstanding anything to the contrary contained in this Agreement, the term "Collateral" shall not include any assets that are subject to the liens under any Equipment Financing Transaction (it being understood that at such time as such assets are no longer subject to any such Equipment Financing Transaction and the same continue to be owned by any Assignor, such assets automatically shall constitute part of the Collateral subject to the terms of this Agreement).
(b) The security interests of the Collateral Agent under this Agreement extend to all Collateral of the kind which is the subject of this Agreement which the Assignor may acquire at any time during the continuation of this Agreement.
Appears in 1 contract
Grant of Security Interests. (a) As security for the prompt --------------------------- and complete payment and performance when due of all of the its Obligations, each Assignor does hereby sell, assign and transfer unto the Collateral Agent, and does hereby pledge and grant to the Collateral Agent for the benefit of the Secured Creditors, a continuing security interest of first priority (priority, subject only to Permitted Liens) in, in all of the right, title and interest of the such Assignor in, to and under all of the following, whether now existing or hereafter from time to time acquired: (i) each and every Receivable, (ii) all Contracts (other than Excluded Contracts), together with all Contract Rights arising thereunder, (iii) all Inventory, (iv) all Equipment, (v) all Marks, together with the registrations and right to all renewals thereof, and the goodwill of the business of such Assignor symbolized by the Marks, (vi) all Patents and Copyrights, (vii) all computer programs of such Assignor and all intellectual property rights therein (to the extent not constituting Excluded Contracts) and all other proprietary information of such Assignor, including, but not limited to, trade secrets and Trade Secret Rights, (viii) all other Goods, General Intangibles, Chattel Paper, Documents and Instruments, (ix) the Cash Collateral Account and all monies, securities and instruments deposited or required to be deposited in such Cash Collateral Account, (v) all Equipment, (vi) all Marks, together with the registrations and right to all renewals thereof, and the goodwill of the business of the Assignor symbolized by the Marks, (vii) all Patents and Copyrights, and all reissues, renewals or extensions thereof, (viii) all Intellectual Property Licensee Rights, (ix) all computer programs of such Assignor and all intellectual property rights therein and all other proprietary information of such Assignor, including, but not limited to, Trade Secrets, (x) all other Goods, General Intangibles, Chattel Paper, Documents and Instruments (other than the Pledged Securities), and (xi) all Proceeds and products of any and all of the foregoing (all of the above, collectively, the "Collateral"). Notwithstanding anything to the contrary contained in this Agreement, the term "Collateral" shall not include any assets that are subject to the liens under any Equipment Financing Transaction (it being understood that at such time as such assets are no longer subject to any such Equipment Financing Transaction and the same continue to be owned by any Assignor, such assets automatically shall constitute part of the Collateral subject to the terms of this Agreement).
(b) The security interests interest of the Collateral Agent under this Agreement extend extends to all Collateral of the kind which is the subject of this Agreement which the any Assignor may acquire at any time during the continuation of this Agreement.
Appears in 1 contract
Grant of Security Interests. (a) As security for the prompt and complete payment and performance when due of all of the its Obligations, each Assignor does hereby sell, assign and transfer unto the Collateral Agent, and does hereby pledge and grant to the Collateral Agent for the benefit of the Secured Creditors, a continuing security interest of first priority (subject to Permitted Liens) in, all of the right, title and interest of the such Assignor in, to and under all of the following, whether now existing or hereafter from time to time acquired: (i) each and every Receivable, (ii) all Contracts, together with all Contract Rights arising thereunder, (iii) all Inventory, (iv) the Cash Collateral Account and all monies, securities and instruments deposited or required to be deposited in such Cash Collateral Account, (v) all Equipment, (viv) all Marks, together with the registrations and right to all renewals thereof, and the goodwill of the business of the such Assignor symbolized by the Marks, (viivi) all Patents and Copyrights, and all reissues, renewals or extensions thereof, (viii) all Intellectual Property Licensee Rights, (ixvii) all computer programs of such Assignor and all intellectual property rights therein and all other proprietary information of such Assignor, including, but not limited to, Trade SecretsSecret Rights, (xviii) all other Goods, General Intangibles, Investment Property, Permits, Chattel Paper, Documents Documents, Instruments and Instruments other assets (including cash), (ix) the Cash Collateral Account and all monies, securities, instruments and other than investments deposited or required to be deposited in such Cash Collateral Account, (x) all other bank, demand, time savings, cash management, passbook, certificates of deposit and similar accounts maintained by such Assignor and all monies, securities, instruments and other investments deposited or required to be deposited in any of the Pledged Securities)foregoing accounts, and (xi) all Proceeds and products of any and all of the foregoing (all of the above, collectively, the "Collateral"). Notwithstanding anything to the contrary contained in this Agreement, the term "Collateral" shall not include any assets that are subject to the liens under any Equipment Financing Transaction (it being understood that at such time as such assets are no longer subject to any such Equipment Financing Transaction and the same continue to be owned by any Assignor, such assets automatically shall constitute part of the Collateral subject to the terms of this Agreement).
(b) The security interests interest of the Collateral Agent under this Agreement extend extends to all Collateral of the kind which is the subject of this Agreement which the any Assignor may acquire at any time during the continuation term of this Agreement.
Appears in 1 contract
Samples: Credit Agreement (Symons Corp)
Grant of Security Interests. (a) As collateral security for the prompt and complete payment and performance when due by each Assignor of all of the such Assignor’s Obligations, each such Assignor does hereby sellpledge, assign and transfer unto the Collateral Agent, and does hereby grant to the Collateral Agent for the benefit of the Secured CreditorsParties, subject to Section 1.3, a continuing security interest of first priority (subject to Permitted Liens) in, all of the right, title and interest of the such Assignor in, to and under all of the following, whether now existing or hereafter from time to time acquired: (i) all cash, deposit accounts, securities accounts, deposits, securities and insurance policies now or at any time hereafter in the possession or under control of such Assignor or its respective bailees and any interest therein, (ii) each and every Receivable, (iiiii) all Contracts, together with all Contract Rights arising thereunder, and all equity and debt securities and other interests in any and all Unrestricted Subsidiaries, (iiiiv) all Inventory, (ivv) the Cash Collateral Account any cash collateral account established with respect to such Assignor and all monies, securities and instruments deposited or required to be deposited in such Cash Collateral Accountcash collateral account, (vvi) all Equipment, (vivii) all Marks, together with the registrations and right to all renewals thereof, and the goodwill of the business of the such Assignor symbolized by the Marks, (viiviii) all Patents and Copyrights, and all reissues, renewals or extensions thereof, (viii) all Intellectual Property Licensee Rights, (ix) all computer programs of such Assignor and all intellectual property rights therein and all other proprietary information of such Assignorinformation, including, but not limited to, Trade Secrets, (x) all vehicles, aircraft, vessels, barges, railcars, rolling stock and fixtures, together with accessions thereto and replacement parts therefor, (xi) (A) all Intercompany Notes described in Schedule B (as it may, from time to time, be supplemented in accordance with the terms hereof), all other Intercompany Notes and all other promissory notes which are pledged to the Collateral Agent or otherwise become a part of the Collateral; (B) all shares of capital stock described in Schedule C (as it may, from time to time, be supplemented in accordance with the terms hereof) and all other shares of capital stock or other equity interests; and (C) all Stock Rights, (xii) all books and records, customer lists, ledger cards, credit files, print-outs, and other materials and records pertaining to any of the foregoing, whether now owned or hereafter acquired, (xiii) all other Goods, General Intangibles, Chattel Paper, Documents and Instruments Instruments, (xiv) all other than personal property of such Assignor, whether now owned or hereafter acquired, (xv) all documents of title evidencing or issued with respect to any of the Pledged Securities)foregoing, and (xixvi) all Proceeds and products of any and all of the foregoing (including, without limitation, all insurance and claims for insurance effected or held for the benefit of such Assignor in respect thereof) (all of the above, as limited below, collectively, the "“New Collateral"” and, together with the Collateral (as such term is defined in the Existing Security Agreement). Notwithstanding anything , the “Collateral”)); provided, however, that the security interests granted hereunder shall not cover any Assignor’s right, title and interest in any (1) Contract, lease, license or other agreement which by its terms expressly prohibits in a legally valid manner the granting of a security interest therein, (2) any asset described in clauses (t) or (u) of Section 7.10(a) of the Credit Agreement (except, in the case of any asset described in clause (u) of Section 7.10(a) of the Credit Agreement, to the contrary contained extent that the Lender (as defined in this that certain Loan Agreement by and among Huntsman Headquarters Corporation, Huntsman Petrochemical Corporation, Huntsman Chemical Corporation, Huntsman Packaging Corporation and U.S. Bank of Utah dated as of December 17, 1996 (the “Headquarters Loan Agreement, the term "Collateral" shall not include any assets that are subject ”)) has consented to the liens under grant by Huntsman Headquarters Corporation of a security interest in any Equipment Financing Transaction Collateral (it being understood that at such time as such assets are no longer subject defined in the Headquarters Loan Agreement) hereunder); and (3) capital stock not required pursuant to any such Equipment Financing Transaction and Section 7.10(c) or 7.10(e) of the same continue Credit Agreement to be owned by any Assignor, such assets automatically shall constitute part of the Collateral subject to the terms of this Agreement)pledged hereunder.
(b) The Pledged Intercompany Notes listed on Schedule B and the certificates representing the Pledged Stock listed on Schedule C (other than the shares of capital stock of Foreign Subsidiaries which are not certificated) shall have been delivered to the Collateral Agent together with appropriate undated note powers and stock powers duly executed in blank on or before the date hereof. Neither the Collateral Agent nor any Secured Party shall be obligated to preserve or protect any rights with respect to the Pledged Intercompany Notes or the Pledged Stock or to receive or give any notice with respect thereto whether or not the Collateral Agent or any Secured Party is deemed to have knowledge of such matters.
(c) The assignments and security interests under this Agreement granted to the Collateral Agent shall not relieve any Assignor from the performance of any term, covenant, condition or agreement on such Assignor’s part to be performed or observed under or in respect of any of the Collateral pledged by it hereunder or from any liability to any Person under or in respect of any of such Collateral or impose any obligation on the Collateral Agent to perform or observe any such term, covenant, condition or agreement on such Assignor’s part to be so performed or observed or impose any liability on the Collateral Agent for any act or omission on the part of such Assignor relative thereto or for any breach of any representation or warranty on the part of such Assignor contained in this Agreement or any other Loan Document, or in respect of the Collateral pledged by it hereunder or made in connection herewith or therewith. The obligations of each Assignor contained in this paragraph shall survive the termination of this Agreement and the discharge of such Assignor’s other obligations hereunder.
(d) The security interests of the Collateral Agent under this Agreement extend to all Collateral of the kind which is the subject of this Agreement which the any Assignor may acquire at any time during the continuation of this Agreement.
Appears in 1 contract
Samples: Security Agreement (Huntsman Petrochemical Finance Co)
Grant of Security Interests. (a) As security for the prompt and complete payment and performance when due of all of the Obligations, each the Assignor does hereby sell, assign and transfer unto the Collateral Agent, and does hereby grant to the Collateral Agent for the benefit of the Secured Creditors, Creditors a continuing security interest of first priority (subject to Permitted Liens) in, all of the right, title and interest of the Assignor in, to and under all of the following, whether now existing or hereafter from time to time acquired: (i) each and every Receivable, (ii) all Contracts, together with all Contract Rights arising thereunder, (iii) all Inventory, (iv) the Cash Collateral Account and all monies, securities and instruments deposited or required to be deposited in such Cash Collateral Account, (v) all Equipment, (viv) all Marks, together with the registrations and right to all renewals thereof, and the goodwill of the business of the Assignor symbolized by the Marks, (vi) the Cash Collateral Account established for the Assignor and all monies, securities and instruments deposited or required to be deposited in such Cash Collateral Account, (vii) all Patents and Copyrights, Copyrights and all reissues, renewals or extensions thereof, (viii) all Intellectual Property Licensee Rights, (ix) all computer programs of such the Assignor and all intellectual property rights therein and all other proprietary information of such the Assignor, including, but not limited to, Trade Secrets, (xix) all other Goods, General Intangibles, Chattel Paper, Documents and Instruments (other than the Pledged Securities), and (xix) all Proceeds and products of any and all of the foregoing (all of the above, above collectively, the "Collateral"). Notwithstanding anything to the contrary contained in this Agreement, the term "Collateral" shall not include any assets that are subject to the liens under any Equipment Financing Transaction (it being understood that at such time as such assets are no longer subject to any such Equipment Financing Transaction and the same continue to be owned by any Assignor, such assets automatically shall constitute part of the Collateral subject to the terms of this Agreement).
(b) The security interests interest of the Collateral Agent under this Agreement extend extends to all Collateral of the kind which is the subject of this Agreement which the Assignor may acquire at any time during the continuation of this Agreement.
Appears in 1 contract
Grant of Security Interests. (a) As security for the full and prompt and complete payment and performance when due (whether at the stated maturity, by acceleration or otherwise) of all of the Obligations, each Assignor does hereby sell, assign and transfer unto the Collateral Agent, and does hereby grant to the Collateral Agent for the benefit of the Secured CreditorsParties, a continuing security interest of first priority (subject to Liens evidenced by Permitted LiensFilings and other Liens permitted under Section 8.02 of the Credit Agreement and existing on the Restatement Effective Date) in, all of the right, title and interest of the such Assignor in, to and under all of the following, whether now existing or hereafter from time to time acquired: acquired (all of the following, with respect to any single Assignor, collectively, the "Collateral"): (i) each and every Receivable, (ii) all Contracts, together with all Contract Rights arising thereunderthere-under, (iii) all Inventory, (iv) the Cash Collateral Account established for the Assignor and all monies, securities and instruments deposited or required to be deposited in such Cash Collateral Account, (v) all Equipment, (vi) all Marks, together with the registrations and right to all renewals thereof, and the goodwill of the business of the Assignor symbolized by the Marks, (vii) all Patents and Copyrights, and all reissues, renewals or extensions thereof, (viii) all Intellectual Property Licensee Rights, (ix) all computer programs of such the Assignor and all intellectual property rights therein and all other proprietary information of such the Assignor, including, but not limited to, Trade Secretstrade secrets, (xix) all other Goods, General Intangibles, Chattel Paper, Documents and Instruments (other than the Pledged SecuritiesSecurities and any other capital stock or promissory notes not required to be pledged pursuant to the Xtra Pledge Agreement), and (xix) all Proceeds and products of any and all Collateral referred to in clauses (i) through (ix) above and this clause (x); provided, however, that to the extent that any Contract may be terminated (in accordance with the terms thereof after giving effect to any applicable laws) in the event of the foregoing (all granting of a security interest therein, or in the aboveevent the granting of a security interest in any Contract shall violate applicable law, collectively, then the "Collateral"). Notwithstanding anything security interest granted hereby shall be limited to the contrary contained in this Agreementextent necessary so that such Con- tract may not be so terminated or no such violation of law shall exist, as the term "Collateral" shall not include any assets that are subject to the liens under any Equipment Financing Transaction (it being understood that at such time as such assets are no longer subject to any such Equipment Financing Transaction and the same continue to be owned by any Assignor, such assets automatically shall constitute part of the Collateral subject to the terms of this Agreement)case may be.
(b) The security interests of the Collateral Agent under this Agreement extend to all Collateral of the kind which is the subject of this Agreement which the any Assignor may acquire at any time during the continuation of this Agreement.
(c) If (i) a Bankruptcy Default or Notified Acceleration Event has occurred and is continuing or (ii) any other Event of Default or Acceleration Event has occurred and is continuing, but in the case of this clause (ii) only if, and to the extent that, the Collateral Agent (acting at the direction of the Required Banks) has given notice to any Assignor to take the actions specified below in this sentence, then in either such case all cash Proceeds of, and cash payments received in respect of, Collateral shall be paid by such Assignor (or the respective payor) directly to the Cash Collateral Account or as otherwise directed by the Collateral Agent. At any time while the circumstances described in the immediately preceding sentence do not exist, all cash payments received in respect of the Collateral (including, without limitation, all payments received in respect of Receivables and Contracts, or in payment for sales of Inventory, but excluding cash Proceeds of sales of other Collateral unless the respective sale and release of Collateral is permitted pursuant to this Agreement and the Credit Agreement) shall be paid to the respective Assignor for application in accordance with (and to the extent provided by) the Credit Agreement.
(d) The parties further agree, that as of the effective date of the Puerto Rico Commercial Transactions Act (Act no. 241 enacted on September 19, 1996), the security interests of the Collateral Agent under this Agreement shall extend to all Collateral now or hereafter located in the Commonwealth of Puerto Rico.
Appears in 1 contract
Grant of Security Interests. (a) As security for the prompt and complete payment and performance when due of all of the Obligations, each Assignor does hereby sell, assign and transfer unto the Collateral Agent, and does hereby grant to the Collateral Agent for the ratable benefit of the Secured Creditors, a continuing security interest of first priority (subject to Permitted Liens) in, all of the right, title and interest of the such Assignor in, to and under all of the following, whether now existing or hereafter from time to time acquired: (i) each and every Receivable, (ii) all Contracts, together with all Contract Rights arising thereunder, (iii) all Inventory, (iv) the Cash Collateral Account and all monies, securities and instruments deposited or required to be deposited in such Cash Collateral Account, (v) all Equipment, (viv) all Marks, together with the registrations and right to all renewals thereof, and the goodwill of the business of the such Assignor symbolized by the Marks, (vi) the Cash Collateral Account if established for such Assignor and all moneys, securities and instruments deposited or required to be deposited in such Cash Collateral Account, (vii) all Patents and Copyrights, Copyrights and all reissues, renewals or extensions thereof, (viii) all Intellectual Property Licensee Rights, (ix) all computer programs of such Assignor and all intellectual property rights therein and all other proprietary information of such Assignor, including, but not limited to, Trade SecretsSecret Rights, (ix) all insurance policies, (x) all other Goods, General Intangibles, Chattel Paper, Documents and Instruments (other than the Pledged Securities), and (xi) all Proceeds and products of any and all of the foregoing (all of the above, above collectively, the "Collateral."). Notwithstanding anything to the contrary contained in this Agreement, the term "Collateral" shall not include any assets that are subject to the liens under any Equipment Financing Transaction (it being understood that at such time as such assets are no longer subject to any such Equipment Financing Transaction and the same continue to be owned by any Assignor, such assets automatically shall constitute part of the Collateral subject to the terms of this Agreement).
(b) The security interests of the Collateral Agent under this Agreement extend to all Collateral of the kind which is the subject of this Agreement which the Assignor may acquire at any time during the continuation of this Agreement.
Appears in 1 contract
Grant of Security Interests. (a) As security for the prompt and complete payment and performance when due of all Obligations of the Obligationssuch Assignor, each Assignor does hereby sell, assign and transfer unto the Collateral Agent, and does hereby pledge and grant to the Collateral Agent for the benefit of the Secured Creditors, a continuing security interest of first priority (subject to Permitted Liens) in, all of the right, title and interest of the such Assignor in, to and under all of the following, whether now existing or hereafter from time to time acquired: :
(i) each and every Receivable, ;
(ii) all Contracts, together with all Contract Rights arising thereunder, ;
(iii) all Inventory, ;
(iv) the Cash Collateral Account and any other cash collateral account established for any Assignor and all moniesmoneys, securities and instruments deposited or required to be deposited in such Cash Collateral Account, ;
(v) all Equipment, ;
(vi) all Marks, together with the registrations and right to all renewals thereof, and the goodwill of the business of the such Assignor symbolized by the Marks, ;
(vii) all Patents and Copyrights, Copyrights and all reissues, renewals or and extensions thereof, ;
(viii) all Intellectual Property Licensee Rights, (ix) all computer programs of such Assignor and all intellectual property rights therein and all other proprietary information of such Assignor, including, but not limited to, trade secrets and Trade Secrets, Secret Rights;
(ix) all insurance policies;
(x) all other Goods, General Intangibles, Chattel Paper, Documents and Instruments and other assets of such Assignor (other than the Pledged Securities), and (xi) all Proceeds and products of any and all of the foregoing (all of the above, collectively, the "Collateral"). Notwithstanding anything to the contrary contained in this Agreement, the term "Collateral" shall not include any assets that are subject to the liens under any Equipment Financing Transaction (it being understood that at such time as such assets are no longer subject to any such Equipment Financing Transaction and the same continue to be owned by any Assignor, such assets automatically shall constitute part of the Collateral subject to the terms of this Agreement).
(b) The security interests of the Collateral Agent under this Agreement extend to all Collateral of the kind which is the subject of this Agreement which the Assignor may acquire at any time during the continuation of this Agreement.; and
Appears in 1 contract
Grant of Security Interests. (a) As security for the prompt and --------------------------- complete payment and performance when due of all of the Obligations, each the Assignor does hereby sell, assign and transfer unto the Collateral Canadian Administrative Agent, and does hereby grant to the Collateral Canadian Administrative Agent for the benefit of the Secured Creditors, a continuing security interest of first priority (subject to Permitted LiensLiens not prohibited by the Credit Agreement) in, all of the right, title and interest of the Assignor in, in and to and under all of the followingpersonal property and undertaking of the Assignor, whether now existing or hereafter from time to time acquiredacquired including, without limitation, the following: (i) each and every Receivable, (ii) all Contracts, together with all Contract Rights arising thereunder, (iii) all Inventory, (iv) the Cash Collateral Account and all monies, securities and instruments deposited or required to be deposited in such Cash Collateral AccountMoney, (v) all Equipment, (vi) all Marks, together with the registrations and right to all renewals thereof, and the goodwill of the business of the Assignor symbolized by the Marks, (vii) all Patents and Copyrights, and all reissues, renewals or extensions thereof, (viii) all Intellectual Property Licensee Rights, (ix) all computer programs of such the Assignor and all intellectual property rights therein and all other proprietary information of such the Assignor, including, but not limited to, Trade Secretstrade secrets, (xix) all other Goods, General Intangibles, Chattel Paper, Documents and Instruments (other than the Pledged Securities)Instruments, and (xix) all Proceeds and products of any and all of the foregoing, but excluding, in each case, any of the foregoing which constitute Consumer Goods (all of the unexcluded above, collectively, the "Collateral"). Notwithstanding anything to the contrary contained in this Agreement, the term "Collateral" shall not include any assets that are subject to the liens under any Equipment Financing Transaction (it being understood that at such time as such assets are no longer subject to any such Equipment Financing Transaction and the same continue to be owned by any Assignor, such assets automatically shall constitute part of the Collateral subject to the terms of this Agreement).
(b) The security interests of the Collateral Agent under this Agreement extend to all Collateral of the kind which is the subject of this Agreement which the Assignor may acquire at any time during the continuation of this Agreement.
Appears in 1 contract
Samples: Credit Agreement (Pierce Leahy Corp)
Grant of Security Interests. (a) As security for the prompt and complete payment and performance when due of all of the its Obligations, each Assignor does hereby sell, assign and transfer unto the Collateral Agent, and does hereby pledge and grant to the Collateral Agent for the benefit of the Secured Creditors, a continuing security interest of first priority (subject to Permitted Liens) in, all of the right, title and interest of the such Assignor in, to and under all of the following, whether now existing or hereafter from time to time acquired: (i) each and every Receivable, (ii) all Contracts, together with all Contract Rights arising thereunder, (iii) all Inventory, (iv) the Cash Collateral Account and all monies, securities and instruments deposited or required to be deposited in such Cash Collateral Account, (v) all Equipment, (viv) all Marks, together with the registrations and right to all renewals thereof, and the goodwill of the business of the such Assignor symbolized by the Marks, (viivi) all Patents and Copyrights, and all reissues, renewals or extensions thereof, (viii) all Intellectual Property Licensee Rights, (ixvii) all computer programs of such Assignor and all intellectual property rights therein and all other proprietary information of such Assignor, including, but not limited to, Trade SecretsSecret Rights, (xviii) all software licensing rights, (ix) all other Goods, General Intangibles, Investment Property, Permits, Chattel Paper, Documents Documents, Instruments and Instruments other assets, (x) the Cash Collateral Account and all monies, securities, instruments and other than the Pledged Securities)investments deposited or required to be deposited in such Cash Collateral Account, and (xi) all Proceeds and products of any and all of the foregoing (all of the above, collectively, the "Collateral"). Notwithstanding ; provided that, notwithstanding the foregoing or anything contained herein to the contrary contained in this Agreementcontrary, the term "Collateral" shall not include any assets that are subject to specifically exclude the liens under any Equipment Financing Transaction (it being understood that at such time as such assets are no longer subject to any such Equipment Financing Transaction and the same continue to be owned by any Assignor, such assets automatically shall constitute part of the Collateral subject to the terms of this Agreement)Excluded Assets.
(b) The security interests of the Collateral Agent under this Agreement extend to all Collateral of the kind which is the subject of this Agreement which the Assignor may acquire at any time during the continuation of this Agreement.
Appears in 1 contract
Samples: Credit Agreement (Flowers Foods Inc)
Grant of Security Interests. (a) As security for the prompt and complete payment and performance when due of all of the its Obligations, each Assignor does hereby sell, assign and transfer unto the Collateral Agent, and does hereby pledge and grant to the Collateral Agent for the benefit of the Secured Creditors, a continuing security interest of first priority (subject to Permitted Liens) in, all of the right, title and interest of the such Assignor in, to and under all of the following, whether now existing or hereafter from time to time acquired: :
(i) each and every Receivable, ;
(ii) all Contracts, together with all Contract Rights arising thereunder, ;
(iii) all Inventory, ;
(iv) the Cash Collateral Account and any other cash collateral account established for such Assignor for the benefit of the Secured Creditors and all moniesmoneys, securities and instruments deposited or required to be deposited in such Cash Collateral Account, ;
(v) all Equipment, ;
(vi) all Marks, together with the registrations and right to all renewals thereof, and the goodwill of the business of the such Assignor symbolized by the Marks, ;
(vii) all Patents and Copyrights, Copyrights and all reissues, renewals or and extensions thereof, ;
(viii) all Intellectual Property Licensee Rights, (ix) all computer programs of such Assignor and all intellectual property rights therein and all other proprietary information of such Assignor, including, but not limited to, Trade Secrets, Secrets and Trade Secret Rights;
(ix) all insurance policies;
(x) all other Goods, General Intangibles, Chattel Paper, Documents and Instruments of such Assignor (other than the Pledged Securities), and ;
(xi) all Permits; and
(xii) all Proceeds and products of any and all of the foregoing (all of the above, collectively, the "Collateral"). Notwithstanding anything to the contrary contained in this Agreement, the term "Collateral" shall not include any assets that are subject to the liens under any Equipment Financing Transaction (it being understood that at such time as such assets are no longer subject to any such Equipment Financing Transaction and the same continue to be owned by any Assignor, such assets automatically shall constitute part of the Collateral subject to the terms of this Agreement).
(b) The security interests interest of the Collateral Agent under this Agreement extend extends to all Collateral of the kind which is the subject of this Agreement which the any Assignor may acquire at any time during the continuation of this Agreement.
(c) Notwithstanding anything to the contrary contained in clauses (a) and (b) above, the security interest created by this Agreement shall not extend to, and the term "Collateral" shall not include any Equipment subject to a purchase money Lien permitted under Section 9.01(iii) or (vii) of the Credit Agreement or a Lien securing Capital Lease Obligations permitted under Section 9.01(xiv) of the Credit Agreement, in each case to the extent, and only to the extent, that the instrument evidencing the purchase money Indebtedness or Capitalized Lease Obligations, as the case may be, secured by such Lien expressly prohibits any other Lien on such Equipment and only for so long as such purchase money Indebtedness or Capitalized Lease Obligations, as the case may be, remains or remain outstanding and upon the earlier of the termination of such prohibition or the satisfaction of such Indebtedness, such Equipment shall be included in the term "Collateral" without any further action on the part of any Assignor, the Collateral Agent or any other Secured Creditor.
Appears in 1 contract
Grant of Security Interests. (a) As security for the prompt and complete payment and performance when due of all of the Obligations, each the Assignor does hereby sell, assign and transfer unto the Collateral Agent, and does hereby here by grant to the Collateral Agent for the benefit of the Secured Creditors, a continuing security interest of first priority (subject to Liens evidenced by Permitted LiensFilings and other Liens permitted under Section 9.01 of the Credit Agreement) in, all of the right, title and interest of the Assignor in, to and under all of the following, whether now existing or hereafter from time to time acquired: (i) each and every Receivable, (ii) all Contracts, together with all Contract Rights arising thereunder, (iii) all Inventory, (iv) the Cash Collateral Account (B) established for the Assignor and all monies, securities and instruments deposited or required to be deposited in such Cash Collateral AccountAccount (B), (v) all Equipment, (vi) all Marks, together with the registrations and right to all renewals thereof, and the goodwill of the business of the Assignor symbolized by the Marks, (vii) all Patents and Copyrights, and all reissues, renewals or extensions thereof, (viii) all Intellectual Property Licensee Rights, (ix) all computer programs of such the Assignor and all intellectual property rights therein and all other proprietary information of such the Assignor, including, but not limited to, Trade Secrets, (xix) all other Goods, General Intangibles, Chattel Paper, Documents and Instruments (other than the Pledged Securities), and (xix) all Proceeds and products of any and all of the foregoing (all of the above, collectively, the "Collateral"). Notwithstanding anything to the contrary contained in this Agreement, the term "Collateral" shall not include any assets that are subject to the liens under any Equipment Financing Transaction (it being understood that at such time as such assets are no longer subject to any such Equipment Financing Transaction and the same continue to be owned by any Assignor, such assets automatically shall constitute part of the Collateral subject to the terms of this Agreement).
(b) The security interests of the Collateral Agent under this Agreement extend to all Collateral of the kind which is the subject of this Agreement which the Assignor may acquire at any time during the continuation of this Agreement.
Appears in 1 contract
Grant of Security Interests. (a) As security for the prompt and complete payment and performance when due of all of the its Obligations, each Assignor does hereby sell, assign and transfer unto the Collateral Agent, and does hereby pledge and grant to the Collateral Agent for the benefit of the Secured Creditors, a continuing security interest of first priority (subject only to Permitted LiensLiens (i) in, existing on the date hereof or (ii) otherwise having priority under applicable law) in all of the right, title and interest of the such Assignor in, to and under all of the following, whether now existing or hereafter from time to time acquired: (i) each and every Receivable, (ii) all Contracts, together with all Contract Rights arising thereunder, (iii) all Inventory, (iv) the Cash Collateral Account and all monies, securities and instruments deposited or required to be deposited in such Cash Collateral Account, (v) all Equipment, (viv) all Marks, together with the registrations and right to all renewals thereof, and the goodwill of the business of the such Assignor symbolized by the Marks, (viivi) all Patents and Copyrights, and all reissues, renewals or extensions thereof, (viii) all Intellectual Property Licensee Rights, (ixvii) all computer programs of such Assignor and all intellectual intel lectual property rights therein and all other proprietary information of such Assignor, including, but not limited to, Trade Secretstrade secrets, (xviii) all other Goods, General Intangibles, Chattel Paper, Documents Documents, Instruments and other assets of such Assignor, (ix) the Cash Collateral Account and all moneys, securities and Instruments (other than the Pledged Securities), deposited or required to be deposited in such Cash Collateral Account and (xix) all Proceeds and products of any and all of the foregoing (all of the above, collectively, the "Collateral"). Notwithstanding anything to the contrary contained in this Agreement, the term "Collateral" shall not include any assets that are subject to the liens under any Equipment Financing Transaction (it being understood that at such time as such assets are no longer subject to any such Equipment Financing Transaction and the same continue to be owned by any Assignor, such assets automatically shall constitute part of the Collateral subject to the terms of this Agreement).
(b) The security interests of the Collateral Agent under this Agreement extend to all Collateral of the kind which is the subject of this Agreement which the Assignor may acquire at any time during the continuation of this Agreement.
Appears in 1 contract
Grant of Security Interests. (a) As security for the prompt and complete payment and performance when due of all of the Obligations, each Assignor does hereby sell, assign and transfer unto the Collateral Agent, and does hereby grant to the Collateral Agent for the benefit of the Secured Creditors, Creditors a continuing security interest of first priority (subject to Permitted Liens) in, all of the right, title and interest of the each Assignor in, to and under all of the following, whether now existing or hereafter from time to time acquired: (i) each and every Receivable, (ii) all Contracts, together with all Contract Rights arising thereunder, (iii) all Inventory, (iv) the Cash Collateral Account and all monies, securities and instruments deposited or required to be deposited in such Cash Collateral Account, (v) all Equipment, (viv) all Marks, together with the registrations and right to all renewals thereof, and the goodwill of the business of the such Assignor symbolized by the Marks, (vi) the Cash Collateral Account established for such Assignor and all monies, securities and instruments deposited or required to be deposited in such Cash Collateral Account, (vii) all Patents and Copyrights, and all reissues, renewals or extensions thereof, (viii) all Intellectual Property Licensee Rights, (ix) all computer programs of such Assignor and all intellectual property rights therein and all other proprietary information of such Assignor, including, but not limited to, Trade Secrets, (xix) all other Goods, General Intangibles, Chattel Paper, Documents and Instruments (other than the Pledged Securities), and (xix) all Proceeds and products of any and all of the foregoing (all of the above, above collectively, the "Collateral"). Notwithstanding anything to the contrary contained in this Agreement, the term "Collateral" shall not include any assets that are subject to the liens under any Equipment Financing Transaction (it being understood that at such time as such assets are no longer subject to any such Equipment Financing Transaction and the same continue to be owned by any Assignor, such assets automatically shall constitute part of the Collateral subject to the terms of this Agreement).
(b) The security interests interest of the Collateral Agent under this Agreement extend extends to all Collateral of the kind which is the subject of this Agreement which the each Assignor may acquire at any time during the continuation of this Agreement.
Appears in 1 contract
Grant of Security Interests. (a) As security for the prompt and complete payment and performance when due of all of the Obligations, each Assignor does hereby sell, assign and transfer unto the Collateral Agent, and does hereby grant to the Collateral Agent for the benefit of the Secured Creditors, Creditors a continuing security interest of first priority (subject to Permitted Liens) in, all of the right, title and interest of the such Assignor in, to and under all of the following, whether now existing or hereafter from time to time acquired: (i) each and every Receivable, (ii) all ContractsContracts (other than Excluded Contracts except to the extent provided in the definition thereof), together with all Contract Rights arising thereunder, (iii) all Inventory, (iv) the Cash Collateral Account and all monies, securities and instruments deposited or required to be deposited in such Cash Collateral Account, (v) all Equipment, (viv) all Marks, together with the registrations and right to all renewals thereof, and the goodwill of the business of the such Assignor symbolized by the Marks, (vi) the Cash Collateral Account established for such Assignor and all monies, securities, Financial Assets, Investment Property and instruments deposited in or credited to or required to be deposited in or credited to such Cash Collateral Account, (vii) all Patents and Copyrights, Copyrights and all reissues, renewals or extensions thereof, (viii) all Intellectual Property Licensee Rights, (ix) all computer programs of such Assignor and all intellectual property rights therein (to the extent not constituting Excluded Contracts) and all other proprietary information of such Assignor, including, but not limited to, Trade SecretsSecrets Rights, (ix) all insurance policies, (x) all other Goods, General Intangibles, Chattel Paper, Documents and Instruments (other than the Pledged Securities), and (xi) all Proceeds and products of any and all of the foregoing (all of the above, above collectively, the "Collateral"). Notwithstanding anything to the contrary contained in this Agreement, the term "Collateral" shall not include any assets that are subject to the liens under any Equipment Financing Transaction (it being understood that at such time as such assets are no longer subject to any such Equipment Financing Transaction and the same continue to be owned by any Assignor, such assets automatically shall constitute part of the Collateral subject to the terms of this Agreement).
(b) The security interests interest of the Collateral Agent under this Agreement extend extends to all Collateral of the kind which is the subject of this Agreement which the each Assignor may acquire at any time during the continuation of this Agreement.
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Grant of Security Interests. (a) As security for the prompt and complete payment and performance when due of all of the its Obligations, each Assignor does hereby sell, assign and transfer unto the Collateral Agent, and does hereby pledge and grant to the Collateral Agent for the benefit of the Secured Creditors, a continuing security interest of first priority (subject to Permitted Liens) in, all of the right, title and interest of the such Assignor in, to and under all of the following, whether now existing or hereafter from time to time acquired: (i) each and every Receivable, all Receivables; (ii) all Contracts, together with all Contract Rights arising thereunder, Chattel Paper; (iii) all Inventory, Documents; (iv) all General Intangibles (including Contract Rights, Permits, payment intangibles, Trade Secret Rights and Software); (v) all Goods (including Inventory, Equipment and Fixtures); (vi) all Instruments; (vii) all Investment Property; (viii) all Deposit Accounts, including the Cash Collateral Account and all monies, securities and instruments deposited or required to be deposited in such Cash Collateral Account, (v) all Equipment, (vi) all Marks, together with the registrations and right to all renewals thereof, and the goodwill of the business of the Assignor symbolized by the Marks, (vii) all Patents and Copyrights, and all reissues, renewals or extensions thereof, (viii) other bank accounts and all Intellectual Property Licensee Rights, deposits therein; (ix) all computer programs of such Assignor and all intellectual property rights therein and all other proprietary information of such Assignormoney, including, but not limited to, Trade Secrets, cash or cash equivalents; (x) all other Goods, General Intangibles, Chattel Paper, Documents Supporting Obligations and Instruments (other than the Pledged Securities), and Letter-of-Credit Rights; (xi) any commercial tort claims [(provided, however, that as of the date of this Agreement, no such claims exist)]; and (xii) to the extent not otherwise included, all Proceeds Proceeds, tort claims, insurance claims and other rights to payments not otherwise included in the foregoing and products of any the foregoing and all accessions to, substitutions and replacements for, and rents and profits of, each of the foregoing (all of the above, collectively, the "“Collateral"). Notwithstanding anything to the contrary contained in this Agreement, the term "Collateral" shall not include any assets that are subject to the liens under any Equipment Financing Transaction (it being understood that at such time as such assets are no longer subject to any such Equipment Financing Transaction and the same continue to be owned by any Assignor, such assets automatically shall constitute part of the Collateral subject to the terms of this Agreement”).
(b) The security interests interest of the Collateral Agent under this Agreement extend extends to all Collateral of the kind which is the subject of this Agreement which the any Assignor may acquire at any time during the continuation term of this Agreement.
(c) Notwithstanding anything to the contrary contained in clauses (a) and (b) above, the security interest created by this Agreement shall not extend to, and the term “Collateral” shall not include, any computer program owned or created by such Assignor and any intellectual property rights therein or any other proprietary information (including Trade Secret Rights) of such Assignor that is subject to any agreement which validly prohibits the creation by such Assignor of a security interest in such computer program and the intellectual property rights therein or other proprietary information; provided, however, that (i) the right to receive payments of money in respect of such computer programs, the intellectual property rights therein and such other proprietary information (or any agreement covering the same) shall not be excluded from the security interest created hereunder and (ii) such rights and property described above shall be excluded from the Collateral only to the extent and for so long as such agreement continues validly to prohibit the creation of such security interest, and upon the expiration of such prohibition, the computer programs and the intellectual property rights therein or other proprietary information as to which such prohibition previously applied shall automatically be included in the Collateral, without further action on the part of any Assignor, the Collateral Agent or any other Secured Creditor.
(d) Notwithstanding anything to the contrary contained in clauses (a) and (b) above, the security interest created by this Agreement shall not extend to, and the term “Collateral” shall not include, any Equipment or Goods subject to a purchase money Lien permitted under Section 6.02(f), (i) or (j) of the Credit Agreement, in each case to the extent, and only to the extent, that the instrument or other agreement evidencing the purchase money Indebtedness or Capitalized Lease Obligations, as the case may be, secured by such Lien expressly and validly prohibits any other Lien on such Equipment or Goods, as the case may be; provided however, that such Equipment and Goods described above shall be excluded from the Collateral only for so long as such purchase money Indebtedness or Capitalized Lease Obligations, as the case may be, remains or remain outstanding and upon the earlier of the termination of such prohibition or the satisfaction of such Indebtedness, such Equipment or Goods, as the case may be, shall be included in the term “Collateral” without any further action on the part of any Assignor, the Collateral Agent or any other Secured Creditor.
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Grant of Security Interests. (a) As security for the prompt and complete payment and performance when due of all of the Obligations, each Assignor does hereby sell, assign and transfer unto the Collateral Agent, and does hereby grant to the Collateral Agent for the benefit of the Secured Creditors, a continuing security interest of first priority (subject to Permitted Liens) in, all of the right, title and interest of the Assignor in, to and under all of the following, whether now existing or hereafter from time to time acquired: (i) each and every Receivable, (ii) all Contracts, together with all Contract Rights arising thereunder, (iii) all Inventory, (iv) the Cash Collateral Account and all monies, securities and instruments deposited or required to be deposited in such Cash Collateral Account, (v) all Equipment, (vi) all Marks, together with the registrations and right to all renewals thereof, and the goodwill of the business of the Assignor symbolized by the Marks, (vii) all Patents and Copyrights, and all reissues, renewals or extensions thereof, (viii) all Intellectual Property Licensee Rights, (ix) all computer programs of such Assignor and all intellectual property rights therein and all other proprietary information of such Assignor, including, but not limited to, Trade Secrets, (x) all other Goods, General Intangibles, Chattel Paper, Documents and Instruments (other than the Pledged Securities), and (xi) all Proceeds and products of any and all of the foregoing (all of the above, collectively, the "Collateral"). Notwithstanding anything to the contrary contained in this Agreement, the term "Collateral" shall not include any assets that are subject to the liens under any Equipment Financing Transaction (it being understood that at such time as such assets are no longer subject to any such Equipment Financing Transaction and the same continue to be owned by any Assignor, such assets automatically shall constitute part of the Collateral subject to the terms of this Agreement).
(b) The security interests of the Collateral Agent under this Agreement extend to all Collateral of the kind which is the subject of this Agreement which the Assignor may acquire at any time during the continuation of this Agreement.
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Samples: Security Agreement (Universal Compression Holdings Inc)
Grant of Security Interests. (a) As security for the prompt and complete payment and performance when due of all of the Obligationsits Obligations (all capitalized terms used herein and defined in Section 9.1 shall be used herein as so defined), each Assignor of the Assignors does hereby sell, assign and transfer unto the Collateral AgentLender, and does hereby grant to the Collateral Agent for the benefit of the Secured Creditors, Lender a continuing security interest of first priority (subject to Permitted Liens) in, all of the right, title and interest of the each of such Assignor in, to and under all of the following, whether now existing or hereafter from time to time acquired: (i) each and every Receivable, ; (ii) all Contracts, together with all Contract Rights arising thereunder, ; (iii) all Inventory, ; (iv) the Cash Collateral Account and all monies, securities and instruments deposited or required to be deposited in such Cash Collateral Account, Equipment; (v) all Equipment, (vi) all Marks, together with the registrations and right to all renewals thereof, and the goodwill of the business businesses of each of the Assignor Assignors symbolized by the Marks, ; (viivi) all Patents and Copyrights, and all reissues, renewals or extensions thereof, ; (viii) all Intellectual Property Licensee Rights, (ixvii) all computer programs of such Assignor each of the Assignors and all intellectual property rights therein and all other proprietary information of such Assignoreach of the Assignors, including, but not limited to, Trade Secretstrade secrets; (viii) the Cash Collateral Account and all monies, securities and instruments deposited or required to be deposited in the Cash Collateral Account; (xix) all other Goods, General Intangibles, Chattel Paper, Documents and Instruments (other than the Pledged SecuritiesStock), ; and (xix) all Proceeds and products of any and all of the foregoing (all of the above, collectively, the "Collateral"). Notwithstanding anything to the contrary contained in this Agreement, the term "Collateral" shall not include any assets that are subject to the liens under any Equipment Financing Transaction (it being understood that at such time as such assets are no longer subject to any such Equipment Financing Transaction and the same continue to be owned by any Assignor, such assets automatically shall constitute part of the Collateral subject to the terms of this Agreement).
(b) The security interests interest of the Collateral Agent Lender under this Agreement extend extends to all Collateral of the kind described in preceding clause (a) which is each of the subject of this Agreement which the Assignor Assignors may acquire at any time during the continuation of this Agreement.
Appears in 1 contract
Grant of Security Interests. (a) As security for the prompt and complete payment and performance when due of all of the its Obligations, each Assignor does hereby sell, assign and transfer unto the Collateral Agent, and does hereby pledge and grant to the Collateral Agent for the benefit of the Secured Creditors, a continuing security interest of first priority (subject to Permitted Liens) in, all of the right, title and interest of the such Assignor in, to and under all of the following, whether now existing or hereafter from time to time acquired: (i) each and every Receivable, (ii) all Contracts, together with all Contract Rights arising thereunder, (iii) all Inventory, (iv) the Cash Collateral Account and all monies, securities and instruments deposited or required to be deposited in such Cash Collateral Account, (v) all Equipment, (viv) all Marks, together with the registrations and right to all renewals thereof, and the goodwill of the business of the such Assignor symbolized by the Marks, (viivi) all Patents and Copyrights, and all reissues, renewals or extensions thereof, (viii) all Intellectual Property Licensee Rights, (ixvii) all computer programs of such Assignor and all intellectual property rights therein and all other proprietary information of such Assignor, including, but not limited to, Trade SecretsSecrets Rights, (xviii) all other Goods, General Intangibles, Investment Property, Permits, Chattel Paper, Documents Documents, Instruments and Instruments other assets (including cash), (ix) the Cash Collateral Account and all monies, securities, instruments and other than investments deposited or required to be deposited in such Cash Collateral Account, (x) all other bank, demand, time savings, cash management, passbook, certificates of deposit and similar accounts maintained by such Assignor and all monies, securities, instruments and other investments deposited or required to be deposited in any of the Pledged Securities)foregoing accounts, and (xi) all Proceeds and products of any and all of the foregoing (all of the above, collectively, the "Collateral"). Notwithstanding anything to the contrary contained in this Agreement, the term "Collateral" shall not include any assets that are subject to the liens under any Equipment Financing Transaction (it being understood that at such time as such assets are no longer subject to any such Equipment Financing Transaction and the same continue to be owned by any Assignor, such assets automatically shall constitute part of the Collateral subject to the terms of this Agreement).
(b) The security interests interest of the Collateral Agent under this Agreement extend extends to all Collateral of the kind which is the subject of this Agreement which the any Assignor may acquire at any time during the continuation term of this Agreement.
Appears in 1 contract
Samples: Security Agreement (Marathon Power Technologies Co)
