Common use of Jurisdiction of Organization; Location of Collateral Clause in Contracts

Jurisdiction of Organization; Location of Collateral. Sections 1(c) and 1(d) of the Perfection Certificate set forth (a) each place of business of each Loan Party Obligor (including its chief executive office), (b) all locations where all Inventory, Equipment, and other Collateral owned by each Loan Party Obligor is kept and (c) whether each such Collateral location and place of business (including each Loan Party Obligor's chief executive office) is owned by a Loan Party or leased (and if leased, specifies the complete name and notice address of each lessor). Except as permitted by Section 6.7(b), no Collateral is located outside the United States or Canada or in the possession of any lessor, bailee, warehouseman or consignee, except as expressly indicated in Sections 1(c) and 1(d) of the Perfection Certificate. Each Loan Party Obligor will give Agent at least thirty (30) days' prior written notice before changing its jurisdiction of organization, opening any additional place of business, changing its chief executive office or the location of its books and records, or, subject to Section 6.7(b) moving any of the Collateral to a location other than one of the locations set forth in Sections 1(c) and 1(d) of the Perfection Certificate, and will execute and deliver all Financing Statements, landlord waivers, collateral access agreements, mortgages, and all other agreements, instruments and documents which Agent shall require in connection therewith prior to making such change, all in form and substance reasonably satisfactory to Agent. Without the prior written consent of Agent, no Loan Party Obligor will at any time (i) change its jurisdiction of organization or (ii) allow any Collateral to be located outside of the continental United States of America or Canada.

Appears in 2 contracts

Samples: Loan and Security Agreement (Hydrofarm Holdings Group, Inc.), Loan and Security Agreement (Hydrofarm Holdings Group, Inc.)

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Jurisdiction of Organization; Location of Collateral. Sections 1(c) and 1(d) of the Perfection Certificate set forth (a) each place of business of each Loan Party Obligor (including its chief executive office), (b) all locations where all Inventory, Equipment, and other Collateral owned by each Loan Party Obligor is kept and (c) whether each such Collateral location and place of business (including each Loan Party Obligor's ’s chief executive office) is owned by a Loan Party or leased (and if leased, specifies the complete name and notice address of each lessor). Except as permitted by Section 6.7(b), no No Collateral is located outside the United States or Canada or in the possession of any lessor, bailee, warehouseman or consignee, except as expressly indicated in Sections 1(c), 1(d) and 1(d3 (with respect to Deposit Accounts maintained outside the United States) of the Perfection Certificate. Each Loan Party Obligor will give Agent Lender at least thirty (30) days' prior written notice before changing its jurisdiction of organization, opening any additional place of business, changing its chief executive office or the location of its books and records, or, subject to Section 6.7(b) or moving any of the Collateral to a location other than one of the locations set forth in Sections 1(c) and 1(d) of the Perfection Certificate, and will execute and deliver all Financing Statementsfinancing statements, landlord waivers, collateral access agreements, mortgages, and all other agreements, instruments and documents which Agent Lender shall require in connection therewith prior to making such change, all in form and substance reasonably satisfactory to AgentLender. Without the prior written consent of AgentLender, no Loan Party Obligor will at any time (i) change its jurisdiction of organization or (ii) allow any Collateral to be located outside of the continental United States of America or Canadaorganization.

Appears in 1 contract

Samples: Loan and Security Agreement (Hightimes Holding Corp.)

Jurisdiction of Organization; Location of Collateral. Sections 1(c) and 1(d) of the Perfection Certificate Disclosure Schedule set forth (ai) each place of business of each Loan Party Obligor (including its chief executive office), (bii) all locations where all any item of Inventory, Equipment, and other Collateral owned by each Loan Party Obligor is kept kept, and (ciii) whether each such Collateral location and and/or place of business (including each Loan Party Obligor's Party’s chief executive office) is owned by a Loan Party or leased (and if leased, specifies the complete name and notice address of each lessor). Except as permitted by Section 6.7(b), no No Collateral is located outside the United States or Canada or in the possession of any lessor, bailee, warehouseman or consignee, except as expressly indicated in Sections 1(c) and 1(d) of the Perfection CertificateDisclosure Schedule. Each Loan Party Obligor will give Agent at least thirty (30) days' prior written notice before changing its jurisdiction of organization, opening any additional place of business, changing its chief executive office or the location of its books and records, or, subject to Section 6.7(b) or moving any of the Collateral (including computers, books and records (other than movement and usage of laptops by employees in the ordinary course and the sale of inventory in the ordinary course) to a location other than one of the locations set forth in Sections 1(c) and 1(d) of the Perfection CertificateDisclosure Schedule, and will execute and deliver all Financing Statementsfinancing statements, landlord waivers, collateral access agreements, mortgages, and all other agreements, instruments and documents which Agent shall require in connection therewith prior to making such change, all in form and substance reasonably satisfactory to Agent. Without the prior written consent of Agent, no Loan Party Obligor will at any time (ix) change its jurisdiction of organization or (iiy) allow any Collateral to be located outside of the continental United States of America or Canada.America. Loan and Security Agreement

Appears in 1 contract

Samples: Loan and Security Agreement (Olb Group, Inc.)

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Jurisdiction of Organization; Location of Collateral. Sections 1(c) and 1(d) of the Perfection Certificate Disclosure Schedule set forth (ai) each place of business of each Loan Party Obligor (including its chief executive office), (bii) all locations where all Inventory, Equipment, Inventory and other Collateral owned by each Loan Party Obligor is kept kept, and (ciii) whether each such Collateral location and and/or place of business (including each Loan Party Obligor's chief executive office) is owned by a Loan Party Obligor or leased (and if leased, specifies the complete name and notice address of each lessor). Except as permitted by Section 6.7(b), no No Collateral is located outside the United States or Canada or in the possession of any lessor, bailee, warehouseman or consignee, except as expressly indicated in Sections 1(c) and 1(d) of the Perfection CertificateDisclosure Schedule or as otherwise permitted by this Agreement. Each Loan Party Obligor will give Agent Lender at least thirty fifteen (3015) daysBusiness Days' prior written notice before changing its jurisdiction of organization, opening any additional place of business, changing its chief executive office or the location of its books and records, or, subject to Section 6.7(b) or moving any of the Collateral to a location other than one of the locations set forth in Sections 1(c) and 1(d) of the Perfection CertificateDisclosure Schedule or as otherwise permitted by this Agreement, and will execute and deliver all Financing Statementsfinancing statements, and subject to Section 4.7(b)(y), landlord waivers, waivers and collateral access agreements, mortgages, and together with all other agreements, instruments and documents which Agent Lender shall reasonably require in connection therewith prior to making such change, all in form and substance reasonably satisfactory to AgentLender. Without the prior written consent of AgentLender, no Loan Party Obligor will at any time (ix) change its jurisdiction of organization or (iiy) allow any Collateral to be located outside of the continental United States of America or Canadaexcept for Inventory being delivered to cruise ships.

Appears in 1 contract

Samples: Loan and Security Agreement (Swisher Hygiene Inc.)

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