Limitations on Grant of Security Sample Clauses

Limitations on Grant of Security. The mortgages, charges and security interests granted and created in this Agreement (collectively the “Security Interests”) do not apply or extend to:
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Limitations on Grant of Security. If the grant of any security interest in any Contract under Section 3.1 would result in the termination or breach of the governing agreement relating to such Contract, then the applicable Contract will not be subject to any security interest under Section 3.1 but will be held in trust by Borrower for the benefit of Lender. In addition, the security interests created by this Agreement do not extend to the last day of the term of any lease, rental contract or other agreement now held or hereafter acquired by Borrower. Such last day will be held by Borrower in trust for Lender and, on the exercise by Lender of any of its rights under this Agreement following an Event of Default, will be assigned by Borrower as directed by Lender.
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Limitations on Grant of Security. Notwithstanding anything contained in this Agreement to the contrary, in no event shall the Collateral include, and no Borrower shall be deemed to have granted a security interest in, any of such Borrower’s right, title or interest in or to any license, contract or agreement to which such Borrower is party as of the date hereof or any of its right, title or interest thereunder to the extent that such a grant would, under the terms of such license, contract or agreement, result in a breach of the terms of, or constitute a default under any license, contract or agreement to which such Borrower is party (other than to the extent that any such term would be rendered ineffective pursuant to Sections 9-406 to 9-409 of the UCC or any other applicable law (including the Bankruptcy Code) or principles of equity); provided, however, that immediately upon the ineffectiveness, lapse or termination of any such provision, the Collateral shall include, and such Borrower shall be deemed to have granted a security interest in, all rights and interests as if such provision had never been in effect. Notwithstanding anything contained in this Agreement to the contrary, in no event shall the Collateral include, and no Borrower shall be deemed to have granted a security interest in, any of such Borrower’s right, title or interest in or to any item to the extent that granting a security interest in such item would either (i) in the case of each Non-Profit Borrower, jeopardize its ability to maintain its status as a not-for-profit entity qualified as exempt from the payment of federal taxes under Section 501(c)(3) of the Internal Revenue Code.
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Limitations on Grant of Security. The Security Interests created by this Agreement do not extend to any Excluded Collateral. All Excluded Collateral shall be held by the Company in trust for the Investor and, on the exercise by the Investor of any of its rights under this Agreement following a Default, will be assigned and otherwise dealt with by the Company as directed by the Investor.
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Limitations on Grant of Security. Notwithstanding anything contained in this Agreement to the contrary, in no event shall the Collateral include, and no Borrower shall be deemed to have granted a security interest in, any of such Borrower’s right, title or interest in or to any license, contract or agreement to which such Borrower is party as of the date hereof or any of its right, title or interest thereunder to the extent that such a grant would, under the terms of such license, contract or agreement, result in a breach of the terms of, or constitute a default under any license, contract or agreement to which such Borrower is party (other than to the extent that any such term would be rendered ineffective pursuant to Sections 9-406 to 9-409 of the UCC or any other applicable law (including the Bankruptcy Code) or principles of equity); provided, however, that immediately upon the ineffectiveness, lapse or termination of any such provision, the Collateral shall include, and such Borrower shall be deemed to have granted a security interest in, all rights and interests as if such provision had never been in effect.
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Related to Limitations on Grant of Security

  • Definitions Grant of Security 1 1.1 General Definitions 1 1.2 Definitions; Interpretation 7 SECTION 2. GRANT OF SECURITY 7 2.1 Grant of Security 7 2.2 Certain Limited Exclusions 8 SECTION 3. SECURITY FOR OBLIGATIONS; GRANTORS REMAIN LIABLE 9 3.1 Security for Obligations 9 3.2 Continuing Liability Under Collateral 9 SECTION 4. CERTAIN PERFECTION REQUIREMENTS 9 4.1 Delivery Requirements 9 4.2 Control Requirements 10 4.3 Intellectual Property Recording Requirements 11 4.4 Other Actions 11 4.5 Timing and Notice 12 SECTION 5. REPRESENTATIONS AND WARRANTIES 12 5.1 Grantor Information & Status 12 5.2 Collateral Identification, Special Collateral 13 5.3 Ownership of Collateral and Absence of Other Liens 14 5.4 Status of Security Interest 14 5.5 Goods & Receivables 15 5.6 Pledged Equity Interests, Investment Related Property 15 5.7 Intellectual Property 16 SECTION 6. COVENANTS AND AGREEMENTS 16 6.1 Grantor Information & Status 16

  • Grant of Security Each Grantor hereby grants to the Collateral Agent, for the ratable benefit of the Secured Parties, a security interest in such Grantor’s right, title and interest in and to the following, in each case, as to each type of property described below, whether now owned or hereafter acquired by such Grantor, wherever located, and whether now or hereafter existing or arising (collectively, the “Collateral”):

  • Restrictions on Sale of Securities The Shares issued as payment for vested Restricted Stock Units under this Agreement will be registered under U.S. federal securities laws and will be freely tradable upon receipt. However, an Employee’s subsequent sale of the Shares may be subject to any market blackout-period that may be imposed by the Company and must comply with the Company’s xxxxxxx xxxxxxx policies, and any other applicable securities laws.

  • Restrictions on Transfer of Securities The Securities are not transferable except upon the conditions specified in this Article VII, which conditions are intended to ensure compliance with the provisions of the Securities Act and state securities laws in respect of the transfer of any of such securities. Each instrument representing the Securities shall be stamped or otherwise imprinted with legends substantially in the following form until such time as the conditions set forth in such legends have been met: "THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR QUALIFIED UNDER ANY STATE SECURITIES LAW, AND MAY NOT BE SOLD, TRANSFERRED, ASSIGNED OR HYPOTHECATED UNLESS THERE IS AN EFFECTIVE REGISTRATION STATEMENT UNDER SUCH ACT COVERING SUCH SECURITIES, OR THE HOLDER RECEIVES AN OPINION OF COUNSEL FOR THE HOLDER OF THE SECURITIES STATING THAT SUCH SALE, TRANSFER, ASSIGNMENT OR HYPOTHECATION IS EXEMPT FROM THE REGISTRATION AND PROSPECTUS DELIVERY REQUIREMENTS OF SUCH ACT AND THE QUALIFICATION REQUIREMENTS UNDER STATE LAW." The Corporation shall be entitled to enter stop transfer notices on its stock books with respect to the Securities until the conditions as set forth in the legend above with respect to the transfer of such securities have been met.

  • Grants of Security Pledgor hereby assigns, pledges and grants to the Lender a first priority security interest in all of such Pledgor's right, title and interest in and to the following (the "Collateral") to secure the Secured Obligations (as defined in Section 2):

  • No Impairment of Security The lien, security interest and other security rights of Mortgagee hereunder or under any other Loan Document shall not be impaired by any indulgence, moratorium or release granted by Mortgagee including, but not limited to, any renewal, extension or modification which Mortgagee may grant with respect to any Secured Indebtedness, or any surrender, compromise, release, renewal, extension, exchange or substitution which Mortgagee may grant in respect of the Property, or any part thereof or any interest therein, or any release or indulgence granted to any endorser, guarantor or surety of any Secured Indebtedness. The taking of additional security by Mortgagee shall not release or impair the lien, security interest or other security rights of Mortgagee hereunder or affect the liability of Mortgagor or of any endorser, guarantor or surety, or improve the right of any junior lien mortgagee in the Property (without implying hereby Mortgagee’s consent to any junior lien).

  • Restriction on Sale of Securities by Company For the period specified below (the “Lock-Up Period”), the Company will not, directly or indirectly, take any of the following actions with respect to its Securities or any securities convertible into or exchangeable or exercisable for any of its Securities (“Lock-Up Securities”): (i) offer, sell, issue, contract to sell, pledge or otherwise dispose of, directly or indirectly, Lock-Up Securities, (ii) offer, sell, issue, contract to sell, contract to purchase or grant any option, right or warrant to purchase Lock-Up Securities, (iii) enter into any swap, hedge or any other agreement that transfers, in whole or in part, any of the economic consequences of ownership of Lock-Up Securities, (iv) establish or increase a put equivalent position or liquidate or decrease a call equivalent position in Lock-Up Securities within the meaning of Section 16 of the Exchange Act or (v) file with the Commission a registration statement under the Act relating to Lock-Up Securities, or publicly disclose the intention to take any such action, without the prior written consent of the Representative (whether any transaction mentioned in (i) through (iii) is to be settled by delivery of the Securities or such other securities, in cash or otherwise), except (A) the issuance of Lock-Up Securities pursuant to the terms of an employee benefit plan, qualified stock option plan or other director or employee compensation plan, or an agreement existing pursuant to such plan, in effect on the date hereof, (B) the performance by the Company of its obligations under the registration rights agreements between the Company and the Selling Stockholder or the certificate of designations for the Company’s Class A Convertible Preferred Stock, each as disclosed in the General Disclosure Package, or (C) the issuance of Lock-Up Securities in an amount not to exceed in the aggregate 15% of the Company’s outstanding common stock on the date hereof as consideration in, or in a capital raising transaction the proceeds of which are used for, any merger, acquisition or other business combination, subject to the recipients of such issuance being bound by the terms of a similar lock-up agreement and no public disclosure being made in connection with such issuance during the Lock-Up Period unless required under the Exchange Act. The initial Lock-Up Period will commence on the date hereof and continue for 90 days after the date hereof or such earlier date that the Representative agrees to in writing; provided, however, that if (1) during the last 17 days of the initial Lock-Up Period, the Company releases earnings results or material news or a material event relating to the Company occurs or (2) prior to the expiration of the initial Lock-Up Period, the Company announces that it will release earnings results during the 16-day period beginning on the last day of the initial Lock-Up Period, then in each case the Lock-Up Period will be extended until the expiration of the 18-day period beginning on the date of release of the earnings results or the occurrence of the materials news or material event, as applicable, unless the Representative waives, in writing, such extension. The Company will provide the Representative with notice of any announcement described in clause (2) of the preceding sentence that gives rise to an extension of the Lock-Up Period.

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