Mortgages and Other Security Sample Clauses

Mortgages and Other Security. The Borrower will, and will cause each Material Restricted Subsidiary to, execute and deliver to the Administrative Agent, for the benefit of the Secured Parties, (a) by no later than each Redetermination Date (or a later date acceptable to the Administrative Agent in its sole discretion) and, at the request of the Administrative Agent, at any time between Borrowing Base Redeterminations, Mortgages in form and substance reasonably acceptable to the Administrative Agent together with such other assignments, conveyances, amendments, agreements and other writings, including, without limitation, UCC-1 financing statements (each duly authorized and executed, as applicable) as the Administrative Agent shall reasonably deem necessary or appropriate to grant, evidence and perfect and maintain Liens in Oil and Gas Interests having an Engineered Value equal to or greater than ninety percent (90%) or such higher percentage as the Administrative Agent may require at any time an Event of Default is continuing of the Engineered Value of the Oil and Gas Interests included in the Borrowing Base Properties as reflected on the Reserve Report most recently delivered to the Administrative Agent pursuant to Section 3.01 or Section 3.03, (b) promptly after entering into any such agreement (to the extent not already subject to a Lien pursuant to the Security Instruments), collateral assignments of all right, title and interest of any Credit Party in and to any gathering, handling, storing, processing, transportation, supply, pipeline or marketing agreement with any Affiliate that is not a Credit Party, and (c) Security Instruments in form and substance reasonably acceptable to the Administrative Agent together with such other assignments, conveyances, amendments, agreements and other writings, including, without limitation, UCC-1 financing statements (each duly authorized and executed, as applicable), as the Administrative Agent shall reasonably deem necessary or appropriate to grant, evidence and perfect Liens in substantially all personal property of the Borrower or such Restricted Subsidiary, as the case may be, in each case, subject only to Permitted Encumbrances and other Liens permitted under Section 7.02.
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Mortgages and Other Security. In connection with each Redetermination of the Borrowing Base, the Borrower shall review the Reserve Report delivered in connection therewith and the list of current Mortgaged Properties (as described in Section 6.10(c)) to ascertain whether the Mortgaged Properties represent at least 80% of the total Engineered Value of the Direct Interests included in the Borrowing Base Properties evaluated in such Reserve Report after giving effect to exploration and production activities, acquisitions, dispositions and production. In the event that the Mortgaged Properties do not represent at least 80% of such total Engineered Value, then the Borrower shall, and shall cause its Restricted Subsidiaries to, grant, within thirty (30) days of delivery of the certificate required under Section 6.10(c), to the Administrative Agent as security for the Obligations a first-priority Lien interest (subject to Liens that are permitted by Section 7.02 to have priority over the Administrative Agent’s Lien) on additional Direct Interests not already subject to a Lien of the Security Instruments such that after giving effect thereto, the Mortgaged Properties will represent at least 80% of such total Engineered Value. All such Liens will be created and perfected by and in accordance with the provisions of deeds of trust, security agreements and financing statements or other Security Instruments, all in form and substance reasonably satisfactory to the Administrative Agent and in sufficient executed (and acknowledged where necessary or appropriate) counterparts for recording purposes. In addition, promptly after entering into any such agreement, the Credit Parties shall, and shall cause each of its Restricted Subsidiaries to (i) execute and deliver to the Administrative Agent, for the benefit of the Secured Parties, collateral assignments of all gathering, handling, storing, processing, transportation, supply, pipeline, marketing, operating or services agreement with any Affiliate that is not a Credit Party (other than PDC Mountaineer or any of its Subsidiaries), and (ii) cause each such Affiliate to execute and deliver a consent acknowledging such collateral assignments, in each case, in form and substance satisfactory to the Administrative Agent. Within sixty (60) days after the Effective Date (or such longer time as acceptable to the Administrative Agent in its sole discretion), the Borrower agrees to execute and deliver, or cause to be executed and delivered, such amendments to, or ...
Sample 1
Mortgages and Other Security. (a) The Borrower will, and will cause each Material Restricted Subsidiary to (i) by no later than each Redetermination Date (or a later date acceptable to the Lead Lender in its reasonable discretion) and, at the reasonable request of the Lead Lender, at any time between each Redetermination Date (including with respect to the acquisition of any Oil and Gas Interests after the Effective Date or between each Redetermination Date), execute and deliver to the Administrative Agent, for the benefit of the Secured Parties, Mortgages in form and substance reasonably acceptable to the Administrative Agent and to the Lead Lender together with such other assignments, conveyances, amendments, agreements and other writings, including, without limitation, UCC-1 financing statements (each duly authorized and executed, as applicable) as the Administrative Agent and Lead Lender shall reasonably deem necessary or appropriate to grant, evidence and perfect and maintain Liens on Oil and Gas Interests having an Engineered Value equal to or greater than (a) ninety percent (90%) or such higher percentage as the Lead Lender may require at any time an Event of Default is continuing of the Engineered Value of the Oil and Gas Interests evaluated in the most recent Reserve Report provided to the Administrative Agent pursuant to Section 6.01(g) and Section 6.01(h), (b) ninety-eight percent (98%) of the Engineered Value of the Core Assets evaluated in the most recent Reserve Report provided to the Administrative Agent pursuant to Section 6.01(g) and Section 6.01(h) and (c) ninety-eight percent (98%) of the net acreage consisting of Core Assets of the Borrower and its Restricted Subsidiaries; provided that, the Borrower shall use commercially reasonably efforts to grant, evidence and perfect and maintain Liens in all Core Assets and substantially all undeveloped acreage of the Borrower and its Restricted Subsidiaries, (ii) promptly after entering into any such agreement (to the extent not already subject to a Lien pursuant to the Security Instruments), execute and deliver to the Administrative Agent, for the benefit of the Secured Parties, collateral assignments of all right, title and interest of any Credit Party in and to any gathering, handling, storing, processing, transportation, supply, pipeline or marketing agreement with any Affiliate that is not a Credit Party, and (iii) execute and deliver to the Administrative Agent, for the benefit of the Secured Parties, Security Instrumen...
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Mortgages and Other Security. In connection with each redetermination of the Borrowing Base, the Borrower shall review the Reserve Report delivered in connection therewith and the list of current Mortgaged Properties to ascertain whether the Mortgaged Properties represent at least eighty percent (80%) of the total Engineered Value of the Borrowing Base Properties (the “Minimum Mortgaged Value”). In the event that the Mortgaged Properties do not represent at least the Minimum Mortgaged Value, then the Borrower shall, and shall cause its Restricted Subsidiaries to, grant, within thirty (30) days (or such longer time period as acceptable to the Administrative Agent in its sole discretion) of delivery of the applicable Reserve Report, to the Administrative Agent as security for the Obligations a first-priority Lien interest on additional Oil and Gas Interests not already subject to a Lien of the Security Instruments such that after giving effect thereto, the Mortgaged Properties will represent at least the Minimum Mortgaged Value. All such Liens will be created and perfected by and in accordance with the provisions of deeds of trust, security agreements and financing statements or other Security Instruments, all in form and substance reasonably satisfactory to the Administrative Agent and in sufficient executed (and acknowledged where necessary or appropriate) counterparts for recording purposes. In addition, promptly after entering into any such agreement, the Credit Parties shall, and shall cause each of its Restricted Subsidiaries to (i) execute and deliver to the Administrative Agent, for the benefit of the Secured Parties, collateral assignments of all gathering, handling, storing, processing, transportation, supply, pipeline, marketing, operating or services agreement with any Affiliate that is not a Credit Party, and (ii) cause each Affiliate to execute and deliver a consent acknowledging such collateral assignments, in each case, in form and substance satisfactory to the Administrative Agent.
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Mortgages and Other Security. Promptly after (a) the consummation of any Permitted Acquisition for which the consideration paid is equal to or greater than $10,000,000 (whether in a single transaction or a series of related transactions) or (b) the consummation of any other Permitted Acquisition or the completion of construction or development of any Midstream Assets, in each case, which results in the Credit Parties, taken as a whole, owning Unpledged Midstream Assets which have a value (determined by the greater of cost or fair market value) that is equal to or greater than $10,000,000, each Borrower will, and will cause each Guarantor to, execute and deliver to the Administrative Agent, for the benefit of the Secured Parties, Mortgages in form and substance acceptable to the Administrative Agent together with such other assignments, conveyances, amendments, agreements and other writings, including, without limitation, UCC-1 financing statements (each duly authorized and executed, as applicable) as the Administrative Agent shall deem necessary or appropriate to grant, evidence, perfect and maintain Liens on all or substantially all of the Credit Parties’ interest in such Unpledged Midstream Assets (it being understood that, with respect to this clause (b), no additional Mortgages shall be required until such time as the Unpledged Midstream Assets are again equal to or greater than $10,000,000). Promptly after entering into any Material Agreement (including any secondment and servicing agreements) with any Affiliate that is not a Credit Party, each Borrower will, and will cause each Guarantor to, execute and deliver to the Administrative Agent, for the benefit of the Secured Parties, a collateral assignment of all right, title and interest of any Credit Party in and to any Material Agreement (including any secondment and servicing agreements) with any Affiliate that is not a Credit Party.
Sample 1
Mortgages and Other Security. The Borrower will, and will cause each Guarantor to, execute and deliver to the Administrative Agent, for the benefit of the Secured Parties, (a) Mortgages in form and substance acceptable to the Administrative Agent together with such other assignments, conveyances, amendments, agreements and other writings, including, without limitation, UCC-1 financing statements (each duly authorized and executed, as applicable) as the Administrative Agent shall deem necessary or appropriate to grant, evidence, perfect and maintain Liens on Borrowing Base Properties having an Engineered Value equal to or greater than eighty percent (80%) of the Engineered Value of the Borrowing Base Properties and (b) promptly after entering into any such agreement, collateral assignments of all right, title and interest of any Credit Party in and to any gathering, handling, storing, processing, transportation, supply, pipeline or marketing agreement with any Affiliate that is not a Credit Party. Within 90 days after the Effective Date (or such longer time as acceptable to the Administrative Agent in its sole discretion), the Borrower agrees to amend and restate each of the existing Mortgages in form and substance reasonably satisfactory to the Administrative Agent.
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Mortgages and Other Security. The last sentence of Section 6.09 of the Credit Agreement shall be and it hereby is amended and restated in its entirety to read as follows: Within 50 days after the Effective Date (or such longer time as acceptable to the Administrative Agent in its sole discretion), the Borrower agrees to execute and deliver, or cause to be executed and delivered, such amendments to, or amendment and restatements of, the Mortgages, in form and substance reasonably satisfactory to the Administrative Agent, as the Administrative Agent may reasonably require in connection with the Transactions.
Sample 1
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Related to Mortgages and Other Security

  • Adjustments and Other Rights The Exercise Price and the Warrant Share Number shall be subject to adjustment from time to time as follows; provided that if more than one subsection of this Section 12 is applicable to a single event, the subsection shall be applied that produces the largest adjustment and no single event shall cause an adjustment under more than one subsection of this Section 12 so as to result in duplication:

  • Delivery and Other Perfection The Pledgor shall:

  • Transfers and Other Liens Grantors shall not (i) sell, assign (by operation of law or otherwise) or otherwise dispose of, or grant any option with respect to, any of the Collateral, except as expressly permitted by the Credit Agreement, or (ii) create or permit to exist any Lien upon or with respect to any of the Collateral of any Grantor, except for Permitted Liens. The inclusion of Proceeds in the Collateral shall not be deemed to constitute Agent’s consent to any sale or other disposition of any of the Collateral except as expressly permitted in this Agreement or the other Loan Documents;

  • Taxes and Other Liens Each Related Person shall pay and discharge promptly all taxes, assessments and governmental charges or levies imposed upon it or upon its income or upon any of its Property as well as all claims of any kind (including claims for labor, materials, supplies and rent) which, if unpaid, might become a Lien upon any or all of its Property; provided, however, each Related Person shall not be required to pay any such tax, assessment, charge, levy or claim if the amount, applicability or validity thereof shall currently be contested in good faith by appropriate proceedings diligently conducted by or on behalf of such Related Person and if such Related Person shall have set up reserves therefor adequate under GAAP.

  • Contracts and Other Collateral The Company shall perform all of its obligations under or with respect to each instrument, receivable, contract and other intangible included in the Pledged Property to which the Company is now or hereafter will be party on a timely basis and in the manner therein required, including, without limitation, this Agreement.

  • Mechanics' and Other Liens Except for Permitted Encumbrances, the Company shall not suffer or permit any mechanics' or other Liens to be filed or to exist against the Collateral or any payments paid or payable under the Loan Documents, by reason of work, labor, services or materials supplied or claimed to have been supplied to, for or in connection with the Collateral or to the Company, the Director or anyone holding the Collateral or any part thereof through or under the Company. If any such Lien shall at any time be filed, the Company shall, within thirty (30) days after notice of the filing thereof but subject to the right to contest as herein set forth, cause the same to be discharged of record by payment, deposit, bond, order of a court of competent jurisdiction or otherwise. Notwithstanding the foregoing, the Company shall have the right, at the Company's expense and after written notice to the Director, by appropriate proceeding timely instituted and diligently prosecuted, to contest in good faith the validity or the amount of any such Lien. If, however, the Director shall notify the Company that, in the opinion of Independent Counsel, by nonpayment of any such items the lien, pledge or security interest created by this Security Agreement as to any part of the Collateral will be materially affected or the Collateral or any part thereof will be subject to imminent loss or forfeiture, the Company shall promptly cause such Lien to be discharged of record, as herein provided. Should the Company fail to cause such Lien to be discharged or to contest the validity or amount thereof, within the period aforesaid, then, the Director may, but shall be under no obligation to, discharge the same either by paying the claim or by procuring the discharge of such Lien by making a deposit or obtaining a bond, which advances if any shall be paid by the Company to the Director on demand, together with interest thereon at the Interest Rate for Advances from the date thereof, in addition to all other payments to be made by the Company pursuant to the Loan Documents and shall be subject to and secured by this Security Agreement as additional indebtedness in accordance with the provisions of Section 2.8 hereof.

  • Stamp and other duties The Borrowers shall pay all stamp, documentary, registration or other like duties or taxes (including any duties or taxes payable by any of the Creditors) imposed on or in connection with any of the Underlying Documents, the Security Documents or the Loan and shall indemnify the Creditors or any of them against any liability arising by reason of any delay or omission by the Borrowers to pay such duties or taxes.

  • Broker's and Other Fees Neither the Purchaser nor any of its ----------------------- directors or officers has employed any broker or finder or incurred any liability for any broker's or finder's fees or commissions in connection with any of the transactions contemplated by this Agreement.

  • Taxes and Other Payments 7.1. Unless otherwise specifically provided for in this Agreement, the Company shall not be liable for the payment of taxes or other payments for which the Employee is responsible as result of this Agreement or any other legal provision, and the Employee shall be personally liable for such taxes and other payments.

  • Waiver and Other Action This Agreement may be amended, modified or supplemented only by a written instrument executed by the parties against which enforcement of the amendment, modification or supplement is sought.

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