Common use of Notice of Commercial Tort Claims Clause in Contracts

Notice of Commercial Tort Claims. Such Grantor agrees that, if it shall acquire any interest in any Commercial Tort Claim in excess of $1,000,000 (whether from another Person or because such Commercial Tort Claim shall have come into existence), (i) such Grantor shall, within thirty (30) after such acquisition, deliver to the Administrative Agent, in each case in form and substance satisfactory to the Administrative Agent, a notice of the existence and nature of such Commercial Tort Claim and deliver a supplement to Schedule 7 (Commercial Tort Claims) containing a specific description of such Commercial Tort Claim, (ii) Section 2.1 (Collateral) shall apply to such Commercial Tort Claim and (iii) such Grantor shall execute and deliver to the Administrative Agent, in each case in form and substance satisfactory to the Administrative Agent, any document, and take all other action, deemed by the Administrative Agent to be reasonably necessary or appropriate for the Administrative Agent to obtain, on behalf of the Lenders, a first-priority, perfected security interest in all such Commercial Tort Claims. Any supplement to Schedule 7 (Commercial Tort Claims) delivered pursuant to this Section 4.8 (Notice of Commercial Tort Claims) shall, after the receipt thereof by the Administrative Agent, become part of Schedule 7 (Commercial Tort Claims) for all purposes hereunder other than in respect of representations and warranties made prior to the date of such receipt.

Appears in 3 contracts

Samples: Credit Agreement (Marquee Holdings Inc.), Pledge and Security Agreement (Marquee Holdings Inc.), Pledge and Security Agreement (Amc Entertainment Inc)

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Notice of Commercial Tort Claims. Such Grantor agrees that, if it shall acquire any interest in any Commercial Tort Claim in excess of $1,000,000 (whether from another Person or because such Commercial Tort Claim shall have come into existence), (ia) such Grantor it shall, within thirty (30) after five Business Days of such acquisition, deliver to the Administrative Collateral Agent, in each case in form and substance satisfactory to the Administrative Collateral Agent, a notice of the existence and nature of such Commercial Tort Claim and deliver a supplement to Schedule 7 (Commercial Tort Claims) containing a specific reasonable description of such Commercial Tort Claim, (iib) the provision of Section 2.1 (Collateral) shall apply to such Commercial Tort Claim and (iiic) such Grantor it shall execute and deliver to the Administrative Collateral Agent, in each case in form and substance satisfactory to the Administrative Collateral Agent, any certificate, agreement and other document, and take all other action, deemed by the Administrative Collateral Agent to be reasonably necessary or appropriate for the Administrative Collateral Agent to obtain, on behalf of the Lenders, a first-priority, perfected security interest in all such Commercial Tort Claims. Any supplement to Schedule 7 (Commercial Tort Claims) delivered pursuant to this Section 4.8 4.10 (Notice of Commercial Tort Claims) shall, after the receipt thereof by the Administrative Collateral Agent, become part of Schedule 7 (Commercial Tort Claims) for all purposes hereunder other than in respect of representations and warranties made prior to the date of such receipt.

Appears in 3 contracts

Samples: Pledge and Security Agreement (Knology Inc), Pledge and Security Agreement (Knology Inc), Pledge and Security Agreement (Knology Inc)

Notice of Commercial Tort Claims. Such Grantor agrees that, if it shall acquire any interest in any Commercial Tort Claim in excess of $1,000,000 (whether from another Person or because such Commercial Tort Claim shall have come into existence)) in excess of $2,500,000, (i) such Grantor shall, within thirty (30) after promptly upon such acquisition, deliver to the Administrative Collateral Agent, in each case in form and substance reasonably satisfactory to the Administrative Collateral Agent, a notice of the existence and nature of such Commercial Tort Claim and deliver a supplement to Schedule 7 (Commercial Tort Claims) containing a specific description of such Commercial Tort Claim, (ii) the provision of Section 2.1 (Collateral) shall apply to such Commercial Tort Claim and (iii) such Grantor shall execute and deliver to the Administrative Collateral Agent, in each case in form and substance reasonably satisfactory to the Administrative Collateral Agent, any certificate, agreement and other document, and take all other action, deemed by the Administrative Collateral Agent to be reasonably necessary or appropriate for the Administrative Collateral Agent to obtain, on behalf of the LendersTerm Loan Secured Parties, a first-priority, perfected security interest in all such Commercial Tort Claims, and on behalf of the Multi-Currency Secured Parties and the Noteholder Secured Parties, a second-priority, perfected security interest in all such Commercial Tort Claims. Any supplement to Schedule 7 (Commercial Tort Claims) delivered pursuant to this Section 4.8 4.11 (Notice of Commercial Tort Claims) shall, after the receipt thereof by the Administrative Collateral Agent, become part of Schedule 7 (Commercial Tort Claims) for all purposes hereunder other than in respect of representations and warranties made prior to the date of such receipt.

Appears in 2 contracts

Samples: Third Amended And (Revlon Consumer Products Corp), Pledge and Security Agreement (Revlon Consumer Products Corp)

Notice of Commercial Tort Claims. Such Grantor agrees that, if it shall acquire any interest in any Commercial Tort Claim with a value in excess of $1,000,000 500,000 (whether from another Person or because such Commercial Tort Claim shall have come into existence), (i) such Grantor shall, within thirty (30) after promptly upon such acquisition, deliver to the Administrative Agent, in each case in form and substance satisfactory to the Administrative Agent, a notice of the existence and nature of such Commercial Tort Claim and deliver a supplement to Schedule 7 5 (Commercial Tort Claims) containing a specific description of such Commercial Tort Claim, (ii) the provision of Section 2.1 (Collateral) shall apply to such Commercial Tort Claim and (iii) such Grantor shall execute and deliver to the Administrative Agent, in each case in form and substance satisfactory to the Administrative Agent, any certificate, agreement and other document, and take all other action, deemed by the Administrative Agent to be reasonably necessary or appropriate for the Administrative Agent to obtain, on behalf of the Lenders, a first-priority, priority perfected security interest in all such Commercial Tort Claims. Any supplement to Schedule 7 5 (Commercial Tort Claims) delivered pursuant to this Section 4.8 4.10 (Notice of Commercial Tort Claims) shall, after the receipt thereof by the Administrative Agent, become part of Schedule 7 5 (Commercial Tort Claims) for all purposes hereunder other than in respect of representations and warranties made prior to the date of such receipt.

Appears in 2 contracts

Samples: Credit Agreement (Orbital Sciences Corp /De/), Pledge and Security Agreement (Orbital Sciences Corp /De/)

Notice of Commercial Tort Claims. Such Grantor agrees that, if it shall acquire any interest in any Commercial Tort Claim in excess of $1,000,000 commercial tort claim that constitutes Collateral (whether from another Person or because such Commercial Tort Claim commercial tort claim shall have come into existenceexistence constituting Collateral), (i) such Grantor shall, within thirty (30) after immediately upon such acquisition, deliver to the Administrative Agent, in each case in form and substance satisfactory to the Administrative Agent, a notice of the existence and nature of such Commercial Tort Claim commercial tort claim and deliver a supplement to Schedule 7 (Commercial Tort Claims) 9 of the Perfection Certificate containing a specific description of such Commercial Tort Claimcommercial tort claim, (ii) Section 2.1 (Collateral) 3.1 shall apply to such Commercial Tort Claim commercial tort claim and (iii) such Grantor shall execute and deliver to the Administrative Agent, in each case in form and substance satisfactory to the Administrative Agent, any document, and take all other action, deemed by the Administrative Agent to be reasonably necessary or appropriate for the Administrative Agent to obtain, on behalf of the Lenders, a first-priority, perfected security interest having at least the priority set forth in Section 4.2 in all such Commercial Tort Claimscommercial tort claims. Any supplement to Schedule 7 (Commercial Tort Claims) 9 of the Perfection Certificate delivered pursuant to this Section 4.8 (Notice of Commercial Tort Claims) 5.6 shall, after the receipt thereof by the Administrative Agent, become part of Schedule 7 (Commercial Tort Claims) the Perfection Certificate for all purposes hereunder other than in respect of representations and warranties made prior to the date of such receipt.

Appears in 2 contracts

Samples: Guaranty and Security Agreement (Bombay Co Inc), Guaranty and Security Agreement (Bombay Company Inc)

Notice of Commercial Tort Claims. Such Grantor agrees that, if it shall acquire any interest in any Commercial Tort Claim in excess of $1,000,000 (whether from another Person or because such Commercial Tort Claim shall have come into existence)) in an amount (taking the greater of the aggregate claimed damages thereunder or the reasonably estimated value thereof) in excess of $5,000,000, (ia) such Grantor it shall, within thirty (30) after five Business Days of such acquisition, deliver to the Administrative Collateral Agent, in each case in form and substance satisfactory to the Administrative Collateral Agent, a notice of the existence and nature of such Commercial Tort Claim and deliver a supplement to Schedule 7 (Commercial Tort Claims) containing a specific reasonable description of such Commercial Tort Claim, (iib) the provision of Section 2.1 (Collateral) shall apply to such Commercial Tort Claim and (iiic) such Grantor it shall execute and deliver to the Administrative Collateral Agent, in each case in form and substance satisfactory to the Administrative Collateral Agent, any certificate, agreement and other document, and take all other action, deemed by the Administrative Collateral Agent to be reasonably necessary or appropriate for the Administrative Collateral Agent to obtain, on behalf of the Lenders, a first-priority, perfected security interest in all such Commercial Tort Claims. Any supplement to Schedule 7 (Commercial Tort Claims) delivered pursuant to this Section 4.8 4.10 (Notice of Commercial Tort Claims) shall, after the receipt thereof by the Administrative Collateral Agent, become part of Schedule 7 (Commercial Tort Claims) for all purposes hereunder other than in respect of representations and warranties made prior to the date of such receipt. PLEDGE AND SECURITY AGREEMENT KNOLOGY, INC.

Appears in 2 contracts

Samples: Pledge and Security Agreement (Knology Inc), Pledge and Security Agreement (Knology Inc)

Notice of Commercial Tort Claims. Such Grantor agrees that, if it shall acquire any interest in any Commercial Tort Claim in excess of $1,000,000 (whether from another Person or because such Commercial Tort Claim shall have come into existence)) in excess of $2,500,000, (i) such Grantor shall, within thirty (30) after promptly upon such acquisition, deliver to the Administrative Collateral Agent, in each case in form and substance reasonably satisfactory to the Administrative Collateral Agent, a notice of the existence and nature of such Commercial Tort Claim and deliver a supplement to Schedule 7 (Commercial Tort Claims) containing a specific description of such Commercial Tort Claim, (ii) the provision of Section 2.1 (Collateral) shall apply to such Commercial Tort Claim and (iii) such Grantor shall execute and deliver to the Administrative Collateral Agent, in each case in form and substance reasonably satisfactory to the Administrative Collateral Agent, any certificate, agreement and other document, and take all other action, deemed by the Administrative Collateral Agent to be reasonably necessary or appropriate for the Administrative Collateral Agent to obtain, on behalf of the LendersTerm Loan Secured Parties, a first-priority, perfected security interest in all such Commercial Tort Claims, and on behalf of the Multi-Currency Secured Parties, a second-priority, perfected security interest in all such Commercial Tort Claims. Any supplement to Schedule 7 (Commercial Tort Claims) delivered pursuant to this Section 4.8 4.11 (Notice of Commercial Tort Claims) shall, after the receipt thereof by the Administrative Collateral Agent, become part of Schedule 7 (Commercial Tort Claims) for all purposes hereunder other than in respect of representations and warranties made prior to the date of such receipt.

Appears in 2 contracts

Samples: Pledge and Security Agreement (Revlon Consumer Products Corp), Pledge and Security Agreement (Revlon Consumer Products Corp)

Notice of Commercial Tort Claims. Such Grantor agrees that, if it shall acquire any interest in any Commercial Tort Claim in excess with a reasonable expectation of recovery of at least $1,000,000 (whether from another Person or because such Commercial Tort Claim shall have come into existence), (i) such Grantor shall, within thirty (30) after immediately upon such acquisition, deliver to the Administrative Collateral Agent, in each case in form and substance satisfactory to the Administrative Collateral Agent, a notice of the existence and nature of such Commercial Tort Claim and deliver a supplement to Schedule 7 (Commercial Tort Claims) 6 containing a specific description of such Commercial Tort Claim, (ii) the provision of Section 2.1 (Collateral) shall apply to such Commercial Tort Claim and (iii) such Grantor shall execute and deliver to the Administrative Collateral Agent, in each case in form and substance satisfactory to the Administrative Collateral Agent, any certificate, agreement and other document, and take all other action, deemed by the Administrative Collateral Agent to be reasonably necessary or appropriate for the Administrative Collateral Agent to obtain, on behalf of the LendersSecured Parties, a first-priority, perfected security interest in all such Commercial Tort Claims. Any supplement to Schedule 7 (Commercial Tort Claims) 6 delivered pursuant to this Section 4.8 4.10 (Notice of Commercial Tort Claims) shall, after the receipt thereof by the Administrative Collateral Agent, become part of Schedule 7 (Commercial Tort Claims) 6 for all purposes hereunder other than in respect of representations and warranties made prior to the date of such receipt.

Appears in 1 contract

Samples: Security Agreement (Warnaco Group Inc /De/)

Notice of Commercial Tort Claims. Such Grantor agrees that, if it shall acquire any interest in any Commercial Tort Claim in excess of $1,000,000 (whether from another Person or because such Commercial Tort Claim shall have come into existence)) with respect to which pleadings or a complaint has been filed in any court or which exceed $500,000, (i) such Grantor shall, within thirty (30) after immediately upon such acquisition, deliver to the Administrative Collateral Agent, in each case in form and substance satisfactory to the Administrative Collateral Agent, a notice of the existence and nature of such Commercial Tort Claim and deliver a supplement to Schedule 7 (Commercial Tort Claims) containing a specific description of such Commercial Tort Claim, (ii) the provision of Section 2.1 (Collateral) shall apply to such Commercial Tort Claim and (iii) such Grantor shall execute and deliver to the Administrative Collateral Agent, in each case in form and substance satisfactory to the Administrative Collateral Agent, any certificate, agreement and other document, and take all other action, deemed by the Administrative Collateral Agent to be reasonably necessary or appropriate for the Administrative Collateral Agent to obtain, on behalf of the LendersSecured Parties, a first-priority, perfected security interest in all such Commercial Tort Claims. Any supplement to Schedule 7 (Commercial Tort Claims) delivered pursuant to this Section 4.8 5.9 (Notice of Commercial Tort Claims) shall, after the receipt thereof by the Administrative Collateral Agent, become part of Schedule 7 (Commercial Tort Claims) for all purposes hereunder other than in respect of representations and warranties made prior to the date of such receipt.

Appears in 1 contract

Samples: Pledge and Security Agreement (UTi WORLDWIDE INC)

Notice of Commercial Tort Claims. Such Grantor agrees that, if it shall acquire or have any interest in any Commercial Tort Claim commercial tort claim with requested damages in excess of $1,000,000 (whether from another Person 2,000,000 individually or because such Commercial Tort Claim shall have come into existence)$4,000,000 in the aggregate, (i) such Grantor shall, within thirty promptly (30) after such acquisitionbut in any event no later than the next date for delivery of financial statements under Section 4.03 of the First Lien Indenture), deliver to the Administrative AgentCollateral Trustee, in each case in form and substance satisfactory to the Administrative AgentCollateral Trustee, a notice of the existence and nature of such Commercial Tort Claim commercial tort claims and deliver a supplement to Schedule 7 (Commercial Tort Claims) 1 containing a specific description of such Commercial Tort Claimcommercial tort claims, (ii) Section 2.1 (Collateral) 3.1 shall apply to such Commercial Tort Claim commercial tort claims and (iii) such Grantor shall execute and deliver to the Administrative AgentCollateral Trustee, in each case in form and substance satisfactory to the Administrative AgentCollateral Trustee, any document, and take all other action, deemed by the Administrative Agent Collateral Trustee to be reasonably necessary or appropriate for the Administrative Agent Collateral Trustee to obtain, on behalf of the LendersSecured Parties, a first-priority, perfected security interest having at least the priority set forth in Section 4.2 in all such Commercial Tort Claimscommercial tort claims. Any supplement to Schedule 7 (Commercial Tort Claims) 1 delivered pursuant to this Section 4.8 (Notice of Commercial Tort Claims) 5.8 shall, after the receipt thereof by the Administrative AgentCollateral Trustee, become part of Schedule 7 (Commercial Tort Claims) 1 for all purposes hereunder other than in respect of representations and warranties made prior to the date of such receipt.. Article XI

Appears in 1 contract

Samples: Security Agreement (Unisys Corp)

Notice of Commercial Tort Claims. Such Grantor agrees that, if it shall acquire during any fiscal year any interest in any Commercial Tort Claim in excess of $1,000,000 (whether from another Person or because such Commercial Tort Claim shall have come into existence)) with a good faith estimated value in excess of $5,000,000, at the time that the Borrower Agent delivers a Compliance Certificate to the Administrative Agent pursuant to Section 5.01(c) of the Credit Agreement for such fiscal year, (i) such Grantor shall, within thirty (30) after such acquisition, shall deliver to the Administrative Agent, in each case in form and substance satisfactory to the Administrative Agent, Agent a sufficiently detailed notice of the existence and nature of such Commercial Tort Claim and deliver a supplement to Schedule 7 (Commercial Tort Claims) 12 to the Perfection Certificate containing a specific description of such Commercial Tort Claim, (ii) the provision of Section 2.1 (Collateral) shall apply to such Commercial Tort Claim and (iii) such Grantor shall execute and deliver to the Administrative AgentAgent any certificate, in each case in form agreement and substance satisfactory to the Administrative Agent, any other document, and take all other action, deemed by the Administrative Agent to be action reasonably necessary or appropriate for the Administrative Agent to obtain, on behalf of the Lenders, a first-priority, perfected security interest in all such Commercial Tort Claims. Any supplement to Schedule 7 (Commercial Tort Claims) 12 to the Perfection Certificate delivered pursuant to this Section 4.8 (Notice of Commercial Tort Claims) shall, after the receipt thereof by the Administrative Agent, become part of Schedule 7 (Commercial Tort Claims) 12 to the Perfection Certificate for all purposes hereunder other than in respect of representations and warranties made prior to the date of such receipt.

Appears in 1 contract

Samples: Pledge and Security Agreement (Delphi Technologies PLC)

Notice of Commercial Tort Claims. Such Grantor agrees that, if it shall acquire any interest in any Commercial Tort Claim in excess of $1,000,000 250,000 (whether from another Person or because such Commercial Tort Claim shall have come into existence), (i) such Grantor shall, within thirty (30) after immediately upon such acquisition, deliver to the Administrative Agent, in each case in form and substance reasonably satisfactory to the Administrative Agent, a notice of the existence and nature of such Commercial Tort Claim and deliver a supplement to Schedule 7 (Commercial Tort Claims) containing a specific description of such Commercial Tort Claim, (ii) the provision of Section 2.1 (Collateral) shall apply to such Commercial Tort Claim and (iii) such Grantor shall execute and deliver to the Administrative Agent, in each case in form and substance reasonably satisfactory to the Administrative Agent, any certificate, agreement and other document, and take all other action, deemed by the Administrative Agent to be reasonably necessary or appropriate for the Administrative Agent to obtain, on behalf of the Lenders, a first-priority, perfected security interest in all such Commercial Tort Claims. Any supplement to Schedule 7 (Commercial Tort Claims) delivered pursuant to this Section 4.8 4.9 (Notice of Commercial Tort Claims) shall, after the receipt thereof by the Administrative Agent, become part of Schedule 7 (Commercial Tort Claims) for all purposes hereunder other than in respect of representations and warranties made prior to the date of such receipt.

Appears in 1 contract

Samples: Pledge and Security Agreement (Edo Corp)

Notice of Commercial Tort Claims. Such Grantor agrees that, if it shall acquire any interest in any Commercial Tort Claim in excess with a reasonable expectation of recovery of at least $1,000,000 (whether from another Person or because such Commercial Tort Claim shall have come into existence), (i) such Grantor shall, within thirty (30) after immediately upon such acquisition, deliver to the Administrative Collateral Agent, in each case in form and substance satisfactory to the Administrative Collateral Agent, a notice of the existence and nature of such Commercial Tort Claim and deliver a supplement to Schedule 7 (Commercial Tort Claims) 6 containing a specific description of such Commercial Tort Claim, (ii) the provision of Section 2.1 (Collateral) shall apply to such Commercial Tort Claim and (iii) such Grantor shall execute and deliver to the Administrative Collateral Agent, in each case in form and substance satisfactory to the Administrative Collateral Agent, any certificate, agreement and other document, and take all other action, deemed by the Administrative Collateral Agent to be reasonably necessary or appropriate for the Administrative Collateral Agent to obtain, on behalf of the LendersSecured Parties, a first-priority, perfected security interest in all such Commercial Tort Claims. Any supplement to Schedule 7 (Commercial Tort Claims) 6 delivered pursuant to this Section 4.8 4.10 (Notice of Commercial Tort Claims) shall, after the receipt thereof by the Administrative Collateral Agent, become part of Schedule 7 (Commercial Tort Claims) 6 for all purposes hereunder other than in respect of representations and warranties made prior to the date of such receipt.

Appears in 1 contract

Samples: Pledge and Security Agreement (Warnaco Group Inc /De/)

Notice of Commercial Tort Claims. Such Grantor agrees that, if it shall acquire during any fiscal year any interest in any Commercial Tort Claim in excess of $1,000,000 (whether from another Person or because such Commercial Tort Claim shall have come into existence)) with a good faith estimated value in excess of $5,000,000, at the time that the Borrower delivers a Compliance Certificate to the Administrative Agent pursuant to Section 5.01(c) of the Credit Agreement for such fiscal year, (i) such Grantor shall, within thirty (30) after such acquisition, shall deliver to the Administrative Agent, in each case in form and substance satisfactory to the Administrative Agent, Agent a sufficiently detailed notice of the existence and nature of such Commercial Tort Claim and deliver a supplement to Schedule 7 (Commercial Tort Claims) [_] to the Perfection Certificate containing a specific description of such Commercial Tort Claim, (ii) the provision of Section 2.1 (Collateral) shall apply to such Commercial Tort Claim and (iii) such Grantor shall execute and deliver to the Administrative AgentAgent any certificate, in each case in form agreement and substance satisfactory to the Administrative Agent, any other document, and take all other action, deemed by the Administrative Agent to be action reasonably necessary or appropriate for the Administrative Agent to obtain, on behalf of the Lenders, a first-priority, perfected security interest in all such Commercial Tort Claims. Any supplement to Schedule 7 (Commercial Tort Claims) [_] to the Perfection Certificate delivered pursuant to this Section 4.8 (Notice of Commercial Tort Claims) shall, after the receipt thereof by the Administrative Agent, become part of Schedule 7 (Commercial Tort Claims) [_] to the Perfection Certificate for all purposes hereunder other than in respect of representations and warranties made prior to the date of such receipt.

Appears in 1 contract

Samples: Pledge and Security Agreement (Caseys General Stores Inc)

Notice of Commercial Tort Claims. Such Grantor agrees that, if it shall acquire any interest in any Commercial Tort Claim in excess of $1,000,000 commercial tort claim (whether from another Person or because such Commercial Tort Claim commercial tort claim shall have come into existence), (i) such Grantor shall, within thirty (30) after immediately upon such acquisition, deliver to the Administrative Second Lien Collateral Agent, in each case in form and substance satisfactory to the Administrative Second Lien Collateral Agent, a notice of the existence and nature of such Commercial Tort Claim commercial tort claim and deliver a supplement to Schedule 7 (Commercial Tort Claims) 1 containing a specific description of such Commercial Tort Claimcommercial tort claim, (ii) Section 2.1 (Collateral) 3.1 shall apply to such Commercial Tort Claim commercial tort claim and (iii) such Grantor shall execute and deliver to the Administrative Second Lien Collateral Agent, in each case in form and substance satisfactory to the Administrative Second Lien Collateral Agent, any document, and take all other action, deemed by the Administrative Second Lien Collateral Agent to be reasonably necessary or appropriate for the Administrative Second Lien Collateral Agent to obtain, on behalf of the Lenders, a first-priority, perfected security interest having at least the priority set forth in Section 4.2 in all such Commercial Tort Claimscommercial tort claims. Any supplement to Schedule 7 (Commercial Tort Claims) 1 delivered pursuant to this Section 4.8 (Notice of Commercial Tort Claims) 5.9 shall, after the receipt thereof by the Administrative Second Lien Collateral Agent, become part of Schedule 7 (Commercial Tort Claims) 1 for all purposes hereunder other than in respect of representations and warranties made prior to the date of such receipt.

Appears in 1 contract

Samples: Guaranty and Security Agreement (CSAV Holding Corp.)

Notice of Commercial Tort Claims. Such Grantor agrees that, if it shall acquire any interest in any Commercial Tort Claim in excess of $1,000,000 (whether from another Person or because such Commercial Tort Claim shall have come into existence), (i) such Grantor shall, within thirty (30) after immediately upon such acquisition, deliver to the Administrative Agent, in each case in form and substance reasonably satisfactory to the Administrative Agent, a notice of the existence and nature of such Commercial Tort Claim and deliver a supplement to Schedule 7 (Commercial Tort Claims) containing a specific description of such Commercial Tort Claim, (ii) the provision of Section 2.1 (Collateral) shall apply to such Commercial Tort Claim and (iii) such Grantor shall execute and deliver to the Administrative Agent, in each case in form and substance reasonably satisfactory to the Administrative Agent, any certificate, agreement and other document, and take all other action, deemed by the Administrative Agent to be reasonably necessary or appropriate for the Administrative Agent to obtain, on behalf of the Lenders, subject to the Intercreditor Agreement, a first-priority, perfected security interest in all such Commercial Tort Claims. Any supplement to Schedule 7 (Commercial Tort Claims) delivered pursuant to this Section 4.8 4.9 (Notice of Commercial Tort Claims) shall, after the receipt thereof by the Administrative Agent, become part of Schedule 7 (Commercial Tort Claims) for all purposes hereunder other than in respect of representations and warranties made prior to the date of such receipt.

Appears in 1 contract

Samples: Pledge and Security Agreement (J Crew Group Inc)

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Notice of Commercial Tort Claims. Such Grantor agrees that, if it shall acquire any interest in any Commercial Tort Claim in excess with a reasonable expectation of recovery of at least $1,000,000 500,000 (whether from another Person or because such Commercial Tort Claim shall have come into existence), (i) such Grantor shall, within thirty (30) after immediately upon such acquisition, deliver to the Administrative Agent, in each case in form and substance satisfactory to the Administrative Agent, a notice of the existence and nature of such Commercial Tort Claim and deliver a supplement to Schedule 7 6 (Commercial Tort Claims) containing a specific description of such Commercial Tort Claim, (ii) the provision of Section 2.1 (Collateral) shall apply to such Commercial Tort Claim and (iii) such Grantor shall execute and deliver to the Administrative Agent, in each case in form and substance satisfactory to the Administrative Agent, any certificate, agreement and other document, and take all other action, deemed by the Administrative Agent to be reasonably necessary or appropriate for the Administrative Agent to obtain, on behalf of the LendersSecured Parties, a first-priority, perfected security interest in all such Commercial Tort Claims. Any supplement to Schedule 7 6 (Commercial Tort Claims) delivered pursuant to this Section 4.8 4.10 (Notice of Commercial Tort Claims) shall, after the receipt thereof by the Administrative Agent, become part of Schedule 7 6 (Commercial Tort Claims) for all purposes hereunder other than in respect of representations and warranties made prior to the date of such receipt.

Appears in 1 contract

Samples: Pledge and Security Agreement (Warnaco Group Inc /De/)

Notice of Commercial Tort Claims. Such Grantor agrees that, if it shall acquire any interest in any Commercial Tort Claim in excess of $1,000,000 (whether from another Person or because such Commercial Tort Claim shall have come into existence)) with a good faith estimated value in excess of $5,000,000, (i) such Grantor shall, within thirty (30) after immediately upon such acquisition, deliver to the Administrative Agent, in each case in form and substance satisfactory to the Administrative Agent, Agent a sufficiently detailed notice of the existence and nature of such Commercial Tort Claim and deliver a supplement to Schedule 7 (Commercial Tort Claims) containing a specific description of such Commercial Tort Claim, (ii) the provision of Section 2.1 (Collateral) shall apply to such Commercial Tort Claim and (iii) such Grantor shall execute and deliver to the Administrative AgentAgent any certificate, in each case in form agreement and substance satisfactory to the Administrative Agent, any other document, and take all other action, deemed by the Administrative Agent to be action reasonably necessary or appropriate for the Administrative Agent to obtain, on behalf of the Lenders, a first-priority, perfected security interest in all such Commercial Tort Claims. Any supplement to Schedule 7 (Commercial Tort Claims) delivered pursuant to this Section 4.8 (Notice of Commercial Tort Claims) shall, after the receipt thereof by the Administrative Agent, become part of Schedule 7 (Commercial Tort Claims) for all purposes hereunder other than in respect of representations and warranties made prior to the date of such receipt.

Appears in 1 contract

Samples: Pledge and Security Agreement (Delphi Automotive PLC)

Notice of Commercial Tort Claims. Such Grantor agrees that, if it shall acquire any interest in any Commercial Tort Claim in excess of $1,000,000 (whether from another Person or because such Commercial Tort Claim shall have come into existence), in an amount in excess of $1,000,000, (i) such Grantor shall, within thirty (30) after immediately upon such acquisition, deliver to the Administrative Agent, in each case in form and substance satisfactory to the Administrative Agent, a notice of the existence and nature of such Commercial Tort Claim and deliver a supplement to Schedule 7 (Commercial Tort Claims) containing a specific description of such Commercial Tort Claim, (ii) the provision of Section 2.1 (Collateral) shall apply to such Commercial Tort Claim and (iii) such Grantor shall execute and deliver to the Administrative Agent, in each case in form and substance satisfactory to the Administrative Agent, any certificate, agreement and other document, and take all other action, deemed by the Administrative Agent to be reasonably necessary or appropriate for the Administrative Agent to obtain, on behalf of the Lenders, a first-priority, perfected security interest in all such Commercial Tort Claims. Any supplement to Schedule 7 (Commercial Tort Claims) delivered pursuant to this Section 4.8 4.11 (Notice of Commercial Tort Claims) shall, after the receipt thereof by the Administrative Agent, become part of Schedule 7 (Commercial Tort Claims) for all purposes hereunder other than in respect of representations and warranties made prior to the date of such receipt. No Grantor shall be deemed to hold or to have acquired any Commercial Tort Claim unless and until such Grantor shall have filed such Commercial Tort Claim in a court or tribunal having jurisdiction over such Commercial Tort Claim.

Appears in 1 contract

Samples: Pledge and Security Agreement (Alaris Medical Systems Inc)

Notice of Commercial Tort Claims. Such Grantor agrees that, if it shall acquire any interest in any Commercial Tort Claim in excess of $1,000,000 (whether from another Person or because such Commercial Tort Claim shall have come into existence), (i) such Grantor shall, within thirty (30) after such acquisition, deliver to the Administrative Agent, in each case in form and substance satisfactory to the Administrative Agent, a notice of the existence and nature of such Commercial Tort Claim and deliver a supplement to Schedule 7 (Commercial Tort Claims) containing a specific description of such Commercial Tort Claim, (ii) Section 2.1 (Collateral) shall apply to such Commercial Tort Claim and (iii) such Grantor shall execute and deliver to the Administrative Agent, in each case in form and substance satisfactory to the Administrative Agent, any document, and take all other action, deemed by the Administrative Agent to be reasonably necessary or appropriate for the Administrative Agent to obtain, on behalf of the Lenders, a first-priority, perfected security interest in all such Commercial Tort Claims. Any supplement to Schedule 7 (Commercial Tort Claims) delivered pursuant to this Section 4.8 (Notice of Commercial Tort Claims) shall, after the receipt thereof by the Administrative Agent, become part of Schedule 7 (Commercial Tort Claims) for all purposes hereunder other than in respect of representations and warranties made prior to the date of such receipt.

Appears in 1 contract

Samples: Pledge and Security Agreement (Amc Entertainment Inc)

Notice of Commercial Tort Claims. Such Grantor agrees that, if it shall acquire any interest in any Commercial Tort Claim in excess of $1,000,000 (whether from another Person or because such Commercial Tort Claim shall have come into existence), (i) such Grantor shall, within thirty (30) after immediately upon such acquisition, deliver to the Administrative Collateral Agent, in each case in form and substance satisfactory to the Administrative Collateral Agent, a notice of the existence and nature of such Commercial Tort Claim and deliver a supplement to Schedule 7 (Commercial Tort Claims) containing a specific description of such Commercial Tort Claim, (ii) the provision of Section 2.1 2 (CollateralGrant of Security Interests) shall apply to such Commercial Tort Claim and (iii) such Grantor shall execute and deliver to the Administrative Collateral Agent, in each case in form and substance satisfactory to the Administrative Collateral Agent, any certificate, agreement and other document, and take all other action, deemed by the Administrative Collateral Agent to be reasonably necessary or appropriate for the Administrative Collateral Agent to obtain, on behalf of the LendersNoteholders, a first-prioritya, perfected security interest in all such Commercial Tort Claims. Any supplement to Schedule 7 (Commercial Tort Claims) delivered pursuant to this Section 4.8 4.12 (Notice of Commercial Tort Claims) shall, after the receipt thereof by the Administrative Collateral Agent, become part of Schedule 7 (Commercial 7(Commercial Tort Claims) for all purposes hereunder other than in respect of representations and warranties made prior to the date of such receipt.

Appears in 1 contract

Samples: Security Agreement (GNLV Corp)

Notice of Commercial Tort Claims. Subject to the terms of the Subordination Agreement and any legend required in connection therewith, Such Grantor agrees that, if it shall acquire any interest in any Commercial Tort Claim commercial tort claim in excess of $1,000,000 100,000 (whether from another Person or because such Commercial Tort Claim commercial tort claim shall have come into existence), (i) such Grantor shall, within thirty (30) after promptly upon such acquisition, deliver to the Administrative Collateral Agent, in each case in form and substance satisfactory to the Administrative Collateral Agent, a notice of the existence and nature of such Commercial Tort Claim commercial tort claim and deliver a supplement to Schedule 7 (Commercial Tort Claims) 1 containing a specific description of such Commercial Tort Claimcommercial tort claim, (ii) Section 2.1 (Collateral) 3.1 shall apply to such Commercial Tort Claim commercial tort claim and (iii) such Grantor shall execute and deliver to the Administrative Collateral Agent, in each case in form and substance satisfactory to the Administrative Collateral Agent, any document, and take all other action, deemed by the Administrative Collateral Agent to be reasonably necessary or appropriate for the Administrative Collateral Agent to obtain, on behalf of the LendersPurchasers, a first-priority, perfected second priority security interest having at least the priority set forth in Section 4.2 in all such Commercial Tort Claimscommercial tort claims. Any supplement to Schedule 7 (Commercial Tort Claims) 1 delivered pursuant to this Section 4.8 (Notice of Commercial Tort Claims) 5.9 shall, after the receipt thereof by the Administrative Collateral Agent, become part of Schedule 7 (Commercial Tort Claims) 1 for all purposes hereunder other than in respect of representations and warranties made prior to the date of such receipt.

Appears in 1 contract

Samples: Guaranty and Security Agreement (Princeton Review Inc)

Notice of Commercial Tort Claims. Such Grantor agrees that, if it shall acquire any interest in any Commercial Tort Claim in excess of $1,000,000 (whether from another Person or because such Commercial Tort Claim shall have come into existence), (i) such Grantor shall, within thirty (30) after immediately upon such acquisition, deliver to the Administrative Agent, in each case in form and substance satisfactory to the Administrative Agent, a notice of the existence and nature of such Commercial Tort Claim and deliver a supplement to Schedule 7 (Commercial Tort Claims) containing a specific description of such Commercial Tort Claim, certified by such Grantor as true, correct and complete, (ii) the provision of Section 2.1 (Collateral) shall apply to such Commercial Tort Claim (and the Grantors authorize the Administrative Agent to supplement such schedule with a description of such Commercial Tort Claim if such Grantor fails to deliver the supplement described in clause (i)) and (iii) such Grantor shall execute and deliver to the Administrative Agent, in each case in form and substance satisfactory to the Administrative Agent, any certificate, agreement and other document, and take all other action, deemed by the Administrative Agent to be reasonably necessary or appropriate for the Administrative Agent to obtain, on behalf of the Lenders, a first-priority, perfected security interest in all such Commercial Tort Claims. Any supplement to Schedule 7 (Commercial Tort Claims) delivered pursuant to this Section 4.8 4.10 (Notice of Commercial Tort Claims) shall, after the receipt thereof by the Administrative Agent, shall become part of Schedule 7 (Commercial Tort Claims) for all purposes hereunder other than in respect than, absent a written consent of the Administrative Agent, for purpose of the representations and warranties made prior to the date of such receiptset forth in Section 3.9 (Commercial Tort Claims).

Appears in 1 contract

Samples: Security Agreement (Dominion Homes Inc)

Notice of Commercial Tort Claims. Such Grantor agrees that, if it shall acquire any interest in any Commercial Tort Claim reasonably expected to result, individually, in a settlement in excess of $1,000,000 500,000 (whether from another Person or because such Commercial Tort Claim shall have come into existence), (i) such Grantor shall, within thirty (30) after immediately upon such acquisition, deliver to the Administrative Agent, in each case in form and substance satisfactory to the Administrative Agent, a notice of the existence and nature of such Commercial Tort Claim and deliver a supplement to Schedule 7 (Commercial Tort Claims) containing a specific description of such Commercial Tort Claim, (ii) the provision of Section 2.1 (Collateral) shall apply to such Commercial Tort Claim and (iii) such Grantor shall execute and deliver to the Administrative Agent, in each case in form and substance satisfactory to the Administrative Agent, any certificate, agreement and other document, and take all other action, deemed by the Administrative Agent to be reasonably necessary or appropriate for the Administrative Agent to obtain, on behalf of the Lenders, a first-priority, perfected security interest in all such Commercial Tort Claims. Any supplement to Schedule 7 (Commercial Tort Claims) delivered pursuant to this Section 4.8 4.9 (Notice of Commercial Tort Claims) shall, after the receipt thereof by the Administrative Agent, become part of Schedule 7 (Commercial Tort Claims) for all purposes hereunder other than in respect of representations and warranties made prior to the date of such receipt.

Appears in 1 contract

Samples: Pledge and Security Agreement (Amkor Technology Inc)

Notice of Commercial Tort Claims. Such Grantor agrees that, if it shall acquire any interest in any Commercial Tort Claim in excess with a reasonable expectation of recovery of at least $1,000,000 (whether from another Person or because such Commercial Tort Claim shall have come into existence), (i) such Grantor shall, within thirty (30) after immediately upon such acquisition, deliver to the Administrative Collateral Agent, in each case in form and substance satisfactory to the Administrative Collateral Agent, a notice of the existence and nature of such Commercial Tort Claim and deliver a supplement to Schedule 7 6 (Commercial Tort Claims) containing a specific description of such Commercial Tort Claim, (ii) the provision of Section 2.1 (Collateral) shall apply to such Commercial Tort Claim and (iii) such Grantor shall execute and deliver to the Administrative Collateral Agent, in each case in form and substance satisfactory to the Administrative Collateral Agent, any certificate, agreement and other document, and take all other action, deemed by the Administrative Collateral Agent to be reasonably necessary or appropriate for the Administrative Collateral Agent to obtain, on behalf of the LendersSecured Parties, a first-priority, perfected security interest in all such Commercial Tort Claims. Any supplement to Schedule 7 6 (Commercial Tort Claims) delivered pursuant to this Section 4.8 4.10 (Notice of Commercial Tort Claims) shall, after the receipt thereof by the Administrative Collateral Agent, become part of Schedule 7 6 (Commercial Tort Claims) for all purposes hereunder other than in respect of representations and warranties made prior to the date of such receipt.

Appears in 1 contract

Samples: Pledge and Security Agreement (Warnaco Group Inc /De/)

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