Guarantee and Security Agreement Deliveries Sample Clauses

Guarantee and Security Agreement Deliveries. The Administrative Agent shall have received (i) the Guarantees and the Security Agreement executed and delivered by the parties thereto, (ii) certificates representing 100% of all issued and outstanding Capital Stock of Borrower and each Domestic Subsidiary of Borrower, certificates representing 65% of all issued and outstanding Capital Stock of each Foreign Subsidiary that is owned by a Credit Party, and undated stock powers for each certificate, executed in blank and delivered by a duly authorized officer of the applicable pledgor, (iii) all intercompany notes evidencing loans made by any Credit Party to any other Credit Party or any other Subsidiary, together with instruments of transfer or assignment executed in blank with respect thereto and (iv) each of the Security Documents shall have been executed and delivered by each of the proper parties thereto.
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Guarantee and Security Agreement Deliveries. The Administrative Agent shall have received (i) the Guarantees and the Security Agreement executed and delivered by the parties thereto, (ii) certificates representing (A) 100% of all issued and outstanding Capital Stock of each Domestic Subsidiary and (B) 100% of all issued and outstanding Capital Stock of each Foreign Subsidiary that is owned by a Credit Party (provided that the aggregate amount of voting Capital Stock of any Foreign Subsidiary that may be pledged by all Credit Parties under this sub-clause (B) shall not exceed 65% of the total outstanding voting Capital Stock of such Foreign Subsidiary), in each case including undated stock powers for each such certificate, executed in blank and delivered by a duly authorized officer of the applicable pledgor, (iii) all intercompany notes evidencing loans made by any Credit Party to any other Credit Party or any other Subsidiary, together with instruments of transfer or assignment executed in blank with respect thereto (including the notes evidencing the loans made on the Closing Date by Language Line to Language Line Services UK II Limited and Language Line Limited), and (iv) copies of each of the Security Documents, which shall have been executed and delivered by each of the proper parties thereto.
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Guarantee and Security Agreement Deliveries. The Administrative Agent shall have received (i) joinder agreements to the Subsidiary Guarantee and the Security Agreement joining Atlantic Broadband (SC), LLC as Subsidiary Guarantor and Pledgor, respectively, (ii) certificates representing 100% of all issued and outstanding Capital Stock of Atlantic Broadband (SC), LLC, and undated instruments of transfer for each certificate, executed in blank and delivered by a duly authorized officer of the applicable pledgor, (iii) all intercompany notes evidencing loans made by Atlantic Broadband (SC), LLC to any other Credit Party or any other Subsidiary, together with instruments of transfer or assignment executed in blank with respect thereto and (iv) each of the Security Documents to which Atlantic Broadband (SC), LLC shall become a party shall have been executed and delivered by each of the proper parties thereto.
Sample 1
Guarantee and Security Agreement Deliveries. The Administrative Agent shall have received (i) the Guarantees and the Security Agreement executed and delivered by the parties thereto, (ii) certificates representing 100% of all issued and outstanding Capital Stock of Borrower and each Subsidiary of Borrower, and undated stock powers for each certificate, executed in blank and delivered by a duly authorized officer of the applicable pledgor, (iii) all intercompany notes evidencing loans made by any Credit Party to any other Credit Party or any other Subsidiary, together with instruments of transfer or assignment executed in blank with respect thereto and (iv) each of the Security Documents shall have been executed and delivered by each of the proper parties thereto.
Sample 1

Related to Guarantee and Security Agreement Deliveries

  • Guarantee and Security Agreement The Guarantee and Security Agreement, duly executed and delivered by each of the parties to the Guarantee and Security Agreement.

  • Guarantee and Collateral Agreement By executing and delivering this Assumption Agreement, the Additional Grantor, as provided in Section 8.14 of the Guarantee and Collateral Agreement, hereby becomes a party to the Guarantee and Collateral Agreement as a Grantor thereunder with the same force and effect as if originally named therein as a Grantor and, without limiting the generality of the foregoing, hereby expressly assumes all obligations and liabilities of a Grantor thereunder. The information set forth in Annex 1-A hereto is hereby added to the information set forth in the Schedules to the Guarantee and Collateral Agreement. The Additional Grantor hereby represents and warrants that each of the representations and warranties contained in Section 4 of the Guarantee and Collateral Agreement is true and correct on and as the date hereof (after giving effect to this Assumption Agreement) as if made on and as of such date.

  • Pledge and Security Agreement The security interest granted pursuant to this Agreement is granted in conjunction with the security interest granted to the Security Agent for the Secured Parties pursuant to the Pledge and Security Agreement, and the Grantors hereby acknowledge and affirm that the rights and remedies of the Security Agent with respect to the security interest in the Copyright Collateral made and granted hereby are more fully set forth in the Pledge and Security Agreement, the terms and provisions of which are incorporated by reference herein as if fully set forth herein. In the event that any provision of this Agreement is deemed to conflict with the Pledge and Security Agreement, the provisions of the Pledge and Security Agreement shall control.

  • Credit Agreement; Guarantee and Collateral Agreement The Administrative Agent shall have received (i) this Agreement, executed and delivered by the Administrative Agent, Holdings, the Borrower and each Person listed on Schedule 1.1A and (ii) the Guarantee and Collateral Agreement, executed and delivered by Holdings, the Borrower and each Subsidiary Guarantor.

  • Collateral and Security Documents The due and punctual payment of the principal of, premium and interest on the Notes when and as the same shall be due and payable, whether on a Payment Date, at the Maturity Date, or by acceleration, repurchase, redemption or otherwise, and interest on the overdue principal of, premium and interest on the Notes to the Holders or the Indenture Trustee under this Indenture, the Notes and the other Security Documents, and all other amounts in respect of the Secured Obligations according to the terms hereunder or thereunder, shall be secured by a security interest in the Collateral as provided in the Security Documents, which define the terms of the Liens that secure the Secured Obligations. The Issuer hereby acknowledges and agrees that the Indenture Trustee holds the Collateral in trust for the benefit of the Holders, pursuant to the terms of the Security Documents. Each Holder, by accepting a Note, consents and agrees (subject to Section 4.11) to the terms of the Security Documents (including the provisions providing for the possession, use, release and foreclosure of Collateral) as the same may be in effect or may be amended from time to time in accordance with their respective terms and this Indenture, and authorizes and directs the Indenture Trustee to enter into the Security Documents and, subject to the provisions of this Indenture, to perform its obligations and exercise its rights thereunder in accordance herewith and therewith. The Issuer shall take any and all actions reasonably required to cause the Security Documents to create and maintain at all times, as security for the Secured Obligations of the Issuer hereunder, a valid and enforceable perfected Lien on all of the Collateral, in favor of the Indenture Trustee for the benefit of the Holders under the Security Documents. The Issuer hereby covenant (A) to perform and observe its obligations under the Security Documents and (B) take any and all commercially reasonable actions (including without limitation the covenants set forth in the Security Documents and in this Article 9) required to cause the Security Documents to create and maintain, as security for the Secured Obligations contained in this Indenture, the Notes and the other Security Documents, valid and enforceable, perfected (except as expressly provided herein or therein) security interests in and on all the Collateral, in favor of the Indenture Trustee, superior to and prior to the rights of all third Persons, and subject to no other Liens, in each case, except as expressly permitted herein or therein. The Issuer shall do or cause to be done, at its sole cost and expense, all such actions and things as may be necessary, or as may be required by the provisions of the Security Documents, to confirm to the Indenture Trustee the security interests in the Collateral contemplated hereby and by the Security Documents, as from time to time constituted, so as to render the Collateral available for the security and benefit of this Indenture and of the Notes secured hereby, according to the intent and purpose herein and therein expressed.

  • Amendment to Security Agreement 2.1 Section 2.1(xviii) of the Security Agreement is hereby amended in its entirety as follows:

  • Amendments to Security Agreement (a) Section 1 of the Security Agreement is hereby amended by adding the following definitions in the appropriate alphabetical order to such Section:

  • Collateral and Security Section 10.01.

  • Guaranty Agreements Any Guaranty Agreement or any provision thereof shall for any reason cease to be in full force and effect or valid and binding on or enforceable against any Credit Party or a Credit Party shall so state in writing or bring an action to limit its obligations or liabilities thereunder; or any Credit Party shall fail to perform any of its obligations thereunder; or

  • The Security Agreement The security interest granted pursuant to this Trademark Security Agreement is granted in conjunction with the security interest granted to the Collateral Agent pursuant to the Security Agreement and Grantor hereby acknowledges and affirms that the rights and remedies of the Collateral Agent with respect to the security interest in the Trademarks made and granted hereby are more fully set forth in the Security Agreement. In the event that any provision of this Trademark Security Agreement is deemed to conflict with the Security Agreement, the provisions of the Security Agreement shall control unless the Collateral Agent shall otherwise determine.

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