Guilford Security Agreements Sample Clauses

Guilford Security Agreements. Guilford shall at all times until the Obligations of Guilford and the Assignor under this Agreement and the other Transaction Documents are paid and performed in full: (i) grant and maintain in favor of Assignor a valid, continuing, first perfected lien on and security interest in the Collateral described in the Guilford-Assignor Security Agreement and (ii) grant and maintain in favor of Assignees a valid, continuing, first perfected lien on and security interest in the collateral described in the Guilford-Assignees Security Agreement. Notwithstanding the foregoing, if at any time during the Term, Guilford receives a bona fide financing proposal from a third-party institutional lender that is conditioned upon such lender obtaining a first priority security interest in the Intellectual Property relating to the After Acquired Products, or the receivables, payment intangibles or Distribution Agreements or License Agreements relating to the Secondary Products or the After Acquired Products, Assignees shall, at the closing of such new financing, subordinate their security interest under the Guilford-Assignees Security Agreement in such of the assets as the third party lender has required a first priority security interest, pursuant to the terms of a written subordination reasonably satisfactory to the Assignees and such third party lender. The Assignees confirm and agree that Assignor may similarly subordinate its security interest in the same assets under the Guilford-Assignor Security Agreement. Nothing in this Section 5.08(b) or in any subordination agreement entered into in connection therewith shall affect or reduce any of the obligations of Assignor or Guilford to the Assignees under this Agreement or the obligations of Guilford to Assignor under the Management Agreement.
Sample 1
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Guilford Security Agreements. Each of the Guilford-Assignor Security Agreement and the Guilford-Assignees Security Agreement shall have been duly executed and delivered by all the parties thereto and shall be in forms of Exhibits D-1 and D-2 hereto, together with proper financing statements (including Form UCC-1s) for filing under the UCC and/or any other applicable law, rule, statute or regulation relating to the perfection of a security interest in filing offices in the jurisdictions listed on Schedule 6.02(g).
Sample 1

Related to Guilford Security Agreements

  • Security Agreements Signed original security agreements, assignments, financing statements and fixture filings (together with collateral in which the Bank requires a possessory security interest), which the Bank requires.

  • No Financing Statements, Security Agreements No financing statement or security agreement describing all or any portion of the Collateral which has not lapsed or been terminated (by a filing authorized by the secured party in respect thereof) naming such Grantor as debtor has been filed or is of record in any jurisdiction except for financing statements or security agreements (a) naming the Administrative Agent on behalf of the Secured Parties as the secured party and (b) in respect to other Liens permitted under Section 6.02 of the Credit Agreement.

  • Trademark Security Agreement The Trademark Collateral Security and Pledge Agreement, dated or to be dated on or prior to the Closing Date, between the Borrower and the Collateral Agent and in form and substance satisfactory to the Banks, the Collateral Agent and the Agents.

  • Guaranty and Security Agreement The security interest granted pursuant to this [Copyright] [Patent] [Trademark] Security Agreement is granted in conjunction with the security interest granted to Agent pursuant to the Guaranty and Security Agreement and each Grantor hereby acknowledges and agrees that the rights and remedies of Agent with respect to the security interest in the [Copyright] [Patent] [Trademark] Collateral made and granted hereby are more fully set forth in the Guaranty and Security Agreement, the terms and provisions of which are incorporated by reference herein as if fully set forth herein.

  • Loan and Security Agreement Performance of all obligations of Borrower (as such term is defined in the Loan and Security Agreement, and hereafter used with such meaning) under the terms of the Loan and Security Agreement, any of the Guaranty Agreements or Security Documents referred to in the Loan and Security Agreement, and any other loan agreement, tri-party financing agreement or other agreement between Grantor and Beneficiary, GNI and any other parties pertaining to the use of the proceeds of the Notes."

  • Intellectual Property Security Agreements Duly executed originals of Trademark Security Agreements, Copyright Security Agreements and Patent Security Agreements, each dated the Closing Date and signed by each Credit Party which owns Trademarks, Copyrights and/or Patents, as applicable, all in form and substance reasonably satisfactory to Agent, together with all instruments, documents and agreements executed pursuant thereto.

  • Amendments to Security Agreement The Security Agreement is hereby amended as follows:

  • 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

  • Intellectual Property Security Agreement An Intellectual Property Security Agreement executed by Borrower in form and substance reasonably satisfactory to Lender.

  • 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.

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