Obligations of Debtor. Debtor hereby covenants, represents, warrants and agrees that: (a) Upon the occurrence of an Event of Default (as defined below), Debtor shall execute and deliver to Serif Inc. the irrevocable instruction letter attached hereto as Exhibit A. (b) Debtor shall, at no cost or expense to Secured Party, defend its right, title and interest in and to the Collateral, and defend the Collateral against all other claims or demands of any other party and all other liabilities of any nature whatsoever; (c) The Collateral is free and clear from, and is not subject to, any assignment, security interest, mortgage, pledge, lien, levy for taxes (other than for taxes not yet due and payable) or other assessments, interest, charge, adverse claim or other encumbrance, including any financing statement or other document filed in any public office ("Encumbrance"), and Debtor shall keep and maintain the Collateral, and each part thereof, free and clear of any Encumbrance which is not subordinate to the security interest granted hereunder, and shall not create nor permit to remain any such Encumbrance; (d) Debtor shall duly and promptly pay and discharge when due and payable, or cause to be paid and discharged all taxes, assessments and governmental charges or levies upon or against it or its profits, income, properties or assets; (e) Debtor, at its sole cost and expense, shall execute and deliver, or cause to be duly executed and delivered, such instruments and documents, and do and cause to be done such acts and things, as Secured Party may at any time reasonably request to enforce, perfect and protect its security interest in the Collateral as herein provided and its rights and remedies with respect to the Collateral; (f) The Collateral, or any part thereof, will not be sold, assigned, conveyed, transferred or disposed of, or become subjected to any subsequent interest of any party senior to the interest of Secured Party, except that the Collateral may become subjected to a security interest junior to the interest of Secured Party by Kaufman & Moomjian, LLC ("K&M"), Xxxxent XxXxxxxo --- or David N. Xxxxx; (g) Xxxxxx xxxxx keep and maintain at all times true and complete books, records and accounts in accordance with normal business practices; and (h) Debtor shall take any and all actions, including making any necessary filings, required or requested by Secured Party to assure that Secured Party's security interest in the Collateral is at all times senior to any security interest of K&M, Vincent DiSpigno and David N. Xxxxx xx xxx Xollaterxx; (i) Debtor shall pay and reimburse Secured Party for all costs and expenses (including attorneys' fees, legal expenses, and advances and expenditures for recording and filing fees, if any) in connection with perfection and protection of Secured Party's security interest hereunder (other than the recording and filing of UCC-1 financing statements, for removal of any encumbrance from the Collateral, for curing, correcting or remedying any Event of Default hereunder, or for protection, preservation, maintenance and repair of the Collateral) incurred by Secured party in connection with the exercise by Secured Party of any of its rights and remedies under this Security Agreement in enforcing, perfecting or protecting its interests under this Security Agreement.
Appears in 1 contract
Samples: Security Agreement (Vizacom Inc)
Obligations of Debtor. Debtor hereby covenants, represents, warrants and agrees that:
(a) Upon The Collateral will be solely used for and in connection with the occurrence operation and maintenance of an Event of Default (as defined below), Debtor shall execute and deliver to Serif Inc. the irrevocable instruction letter attached hereto as Exhibit A.Debtor's business;
(b) The Collateral will not be abused, wasted, abandoned or allowed to deteriorate, but shall be kept in good working order and condition and repair, reasonable wear and tear from its sole use above permitted excepted in accordance with reasonable business practice; provided, that the Collateral may be replaced with substituted assets;
(c) Debtor shall, at no cost or expense to Secured Party, defend its right, title and interest in and to the Collateral, and, except as to any claim of Cornell Capital Partners, LP, Montgomery Equity Partners, Ltd. and Wells Fargo Bank, National Axxxxxxxxxx, defend the Collateral against all againxx xxl other claims or demands of any other party and all other liabilities of any nature whatsoever;
(cd) The Collateral shall be insured at all times in the amount of its full insurable value and against all expected risks to which it may be exposed, including fire and extended coverage and those which Secured Party may reasonably designate with policies reasonably satisfactory to Secured Party and payable to both Secured Party and Debtor as their interests appear, providing thirty (30) days minimum advance cancellation notice to Secured Party and with duplicate policies deposited with Secured Party; and the proceeds of such insurance shall be applied to repair and replace such Collateral;
(e) Except as to any claim of Cornell Capital Partners, LP, Montgomery Equity Partners, Ltd. and Wells Fargo Bank, National Asxxxxxxxxx, Debtor shall duly and promxxxx pay and discharge when due and payable, or cause to be paid and discharged:
(i) all taxes, assessments and governmental charges or levies upon or against it or its profits, income, properties or assets; (ii) all lawful claims, whether for labor, materials, supplies, services or anything else which might or could, if unpaid, become a lien or charge upon the properties or assets of Debtor, unless and to the extent only that the same are being diligently contested in good faith by appropriate proceedings and appropriate reserves therefor have been established in accordance with generally accepted accounting principles consistently applied;
(f) Except as to the interests of Parkside Properties, LLC, Cornell Capital Partners, LP, Montgomery Equity Partners, Ltd. and Wells Fargo Bank, National Axxxxxxxxxx, the Collateral, and each xxxx thereof, is free and clear from, and is not subject to, any assignment, security interest, mortgage, pledge, lien, levy for taxes (other than for taxes not yet due and payable) or other assessments, interest, charge, adverse claim or other encumbrance, including any financing statement or other document filed in any public office ("Encumbrance"), and Debtor shall keep and maintain the Collateral, and each part thereof, free and clear of any Encumbrance which is not subordinate to the security interest granted hereunder, and shall not create nor permit to remain any such Encumbrance;
(dg) Debtor shall duly and promptly pay and discharge when due and payableThe Collateral, or cause any part thereof, will not be sold, leased, licensed, assigned, conveyed, transferred, disposed of or become subjected to be paid and discharged all taxesany subsequent interest of any party, assessments and governmental charges created or levies upon suffered by Debtor, voluntarily or against it involuntarily, except in the ordinary course of Debtor's business or its profits, income, properties or assetsas expressly authorized in writing by Secured Party;
(eh) Debtor, at its sole cost and expense, shall execute and deliver, or cause to be duly executed and delivered, such instruments and documents, and do and cause to be done such acts and things, as Secured Party may at any time reasonably request to enforce, perfect and protect its security interest in the Collateral as herein provided and its rights and remedies with respect to the Collateral;
(fi) The obligations, liabilities and indebtedness of Debtor to Secured Party hereunder shall not be released, discharged or impaired in any manner or to any extent if Secured Party renews, extends, modifies, changes or waives the time of payment and/or the manner, place or terms of payment of all or any part of the indebtedness secured hereby or any renewal thereof, or Secured Party makes any exchange, release, substitution, addition, surrender, settlement or compromise with respect to the Collateral, the indebtedness secured hereby or any party liable thereon; or Secured Party subordinates such indebtedness or Collateral, or both, to any part thereof, will not be sold, assigned, conveyed, transferred or disposed ofother indebtedness of Debtor, or become subjected to security therefor, or both which may exist at any subsequent interest of any party senior to the interest of Secured Party, except that the Collateral may become subjected to a security interest junior to the interest of Secured Party by Kaufman & Moomjian, LLC ("K&M"), Xxxxent XxXxxxxo --- or David N. Xxxxxtime hereafter;
(gj) Xxxxxx xxxxx Debtor shall keep and maintain at all times true and complete books, records and accounts in which complete, true and correct entries shall be made with respect to the Collateral and Debtor's transactions, in accordance with normal business practices; andDebtor shall permit Secured Party or its representatives to visit and inspect any of the properties of Debtor and to examine its books of account and other records and files, all at such reasonable times and upon reasonable notice, and not more than once in any twelve month period; and Debtor shall make or permit Secured Party to make, upon request, a designation on Debtor's books of account and records of the security interest granted hereunder;
(hk) Debtor shall take any and all actions, including making any necessary filings, required or requested by promptly furnish Secured Party with all information concerning the Collateral, the performance and payment of Debtor's obligations, liabilities and indebtedness hereunder and the business, operations and financial condition of Debtor, as Secured Party may reasonably request, such request not to assure that Secured Party's security interest be made more than twice in the Collateral is at all times senior to any security interest of K&M, Vincent DiSpigno and David N. Xxxxx xx xxx Xollaterxxtwelve month period;
(il) Debtor shall immediately notify Secured Party of any act, condition, or event which, with the giving of notice or lapse of time, or both, would constitute an event of default hereunder, or the existence of any material litigation, arbitration or other legal proceedings involving or affecting Debtor;
(m) Debtor shall pay and reimburse Secured Party for all costs and expenses (including attorneys' fees, legal expenses, and advances and expenditures for recording and filing fees, if any) fees in connection with perfection and protection of Secured Party's security interest hereunder (other than the recording and filing of UCC-1 financing statements, (except as to any encumbrance of Cornell Capital Partners, LP, Montgomery Equity Partners, Ltd. and Wells Fargo Bank, National Axxxxxxxxxx) for removal of any encumbrance encumbrxxxx from the Collateral, for curing, correcting or remedying any Event of Default hereunder, or and for protection, preservation, maintenance and repair of the Collateral) incurred by Secured party in connection with the exercise by Secured Party of any of its rights and remedies under this Security Agreement Agreement, in enforcing, perfecting or protecting its interests under this Security Agreement.
Appears in 1 contract
Samples: Security Agreement (Cargo Connection Logistics Holding, Inc.)
Obligations of Debtor. Debtor hereby covenants, represents, warrants and agrees that:
(a) Upon the occurrence of an Event of Default (as defined below), Debtor shall execute and deliver to Serif Inc. the irrevocable instruction letter attached hereto as Exhibit A.
(b) Debtor shall, at no cost or expense to Secured Party, defend its right, title and interest in and to the Collateral, and defend the Collateral against all other claims or demands of any other party and all other liabilities of any nature whatsoever;
(c) The Collateral is free and clear from, and is not subject to, any assignment, security interest, mortgage, pledge, lien, levy for taxes (other than for taxes not yet due and payable) or other assessments, interest, charge, adverse claim or other encumbrance, including any financing statement or other document filed in any public office ("Encumbrance"), and Debtor shall keep and maintain the Collateral, and each part thereof, free and clear of any Encumbrance which is not subordinate to the security interest granted hereunder, and shall not create nor permit to remain any such Encumbrance;
(d) Debtor shall duly and promptly pay and discharge when due and payable, or cause to be paid and discharged all taxes, assessments and governmental charges or levies upon or against it or its profits, income, properties or assets;
(e) Debtor, at its sole cost and expense, shall execute and deliver, or cause to be duly executed and delivered, such instruments and documents, and do and cause to be done such acts and things, as Secured Party may at any time reasonably request to enforce, perfect and protect its security interest in the Collateral as herein provided and its rights and remedies with respect to the Collateral;
(f) The Collateral, or any part thereof, will not be sold, leased, licensed, assigned, conveyed, transferred or transferred, disposed of, of or become subjected to any subsequent interest, lien, security interest or encumbrance of any party senior to the interest of Secured Partyparty, created or suffered by Debtor, voluntarily or involuntarily, except that in the Collateral may become subjected to a security interest junior to the interest ordinary course of Debtor's business or as expressly authorized in writing by Secured Party by Kaufman & Moomjian, LLC ("K&M"), Xxxxent XxXxxxxo --- or David N. XxxxxParties;
(gb) Xxxxxx xxxxx keep The obligations, liabilities and maintain indebtedness of Debtor to Secured Parties hereunder shall not be released, discharged or impaired in any manner or to any extent if Secured Parties renew, extend, modify, change or waive the time of payment and/or the manner, place or terms of payment of all or any part of the indebtedness secured hereby or any renewal thereof, or Secured Parties make any exchange, release, substitution, addition, surrender, settlement or compromise with respect to the Collateral, the indebtedness secured hereby or any party liable thereon; or Secured Parties subordinate such indebtedness or Collateral, or both, to any other indebtedness of Debtor, or security therefor, or both which may exist at all times true and complete books, records and accounts in accordance with normal business practicesany time hereafter; and
(hc) Upon the execution hereof, Debtor and Secured Parties shall execute a UCC-1 financing statement relating to the security interest granted in this Security Agreement and Debtor shall promptly file (or cause to be filed) the UCC-1 financing statement with the State of New York. At any time and from time to time, upon the request of the Secured Parties, the Debtor shall execute, deliver and acknowledge or cause to be executed, delivered and acknowledged, such further documents, agreements and instruments, and do such other acts and things as the Secured Parties may reasonably request in order to fully perfect the security interest granted herein and otherwise effect the purposes of this Agreement.
(d) Debtor shall take has full power and capacity to execute, deliver and perform this Agreement. No consent or approval of any entity is required as a condition to the validity of this Agreement. The making and all actionsperformance of this Agreement will not (x) violate or conflict with any provision of law or any rule or regulation, including making or (y) will not violate or conflict with or result in a breach of any necessary filingsorder, required writ, injunction or requested decree of any court or governmental authority, or create a default under or breach of any agreement, bond, note or indenture to which it is a party or by which it is bound or to which any of its properties or assets is affected.
(e) This Agreement has been duly executed and delivered, and constitutes the valid and legally binding obligations of Debtor, enforceable in accordance with its respective terms.
(f) Debtor will promptly notify the Secured Party to assure that Secured Party's Parties of any claim, lien, security interest in the Collateral is at all times senior to or other encumbrance made or asserted against any security interest of K&M, Vincent DiSpigno and David N. Xxxxx xx xxx Xollaterxx;
(i) Debtor shall pay and reimburse Secured Party for all costs and expenses (including attorneys' fees, legal expenses, and advances and expenditures for recording and filing fees, if any) in connection with perfection and protection of Secured Party's security interest hereunder (other than the recording and filing of UCC-1 financing statements, for removal of any encumbrance from the Collateral, for curing, correcting or remedying any Event of Default hereunder, or for protection, preservation, maintenance and repair of the Collateral) incurred by Secured party in connection with the exercise by Secured Party of any of its rights and remedies under this Security Agreement in enforcing, perfecting or protecting its interests under this Security Agreement.
Appears in 1 contract
Obligations of Debtor. Debtor hereby covenants, represents, warrants and agrees that:
(a) Upon the occurrence of an Event of Default (as defined below), Debtor shall execute and deliver to Serif Inc. the irrevocable instruction letter attached hereto as Exhibit A.
(b) Debtor shall, at no cost or expense to Secured Party, defend its right, title and interest in and to the Collateral, and defend the Collateral against all other claims or demands of any other party and all other liabilities of any nature whatsoever;
(cb) The Collateral Collateral, and each part thereof, is free and clear from, and is not subject to, any assignment, security interest, mortgage, pledge, lien, levy for taxes (other than for taxes not yet due and payable) or other assessments, interest, charge, adverse claim or other encumbrance, including any financing statement or other document filed in any public office ("Encumbrance"), and Debtor shall keep and maintain the Collateral, and each part thereof, free and clear of any Encumbrance which is not subordinate to the security interest granted hereunder, and shall not create nor permit to remain any such Encumbrance;
(d) Debtor shall duly and promptly pay and discharge when due and payable, or cause to be paid and discharged all taxes, assessments and governmental charges or levies upon or against it or its profits, income, properties or assets;
(e) Debtor, at its sole cost and expense, shall execute and deliver, or cause to be duly executed and delivered, such instruments and documents, and do and cause to be done such acts and things, as Secured Party may at any time reasonably request to enforce, perfect and protect its security interest in the Collateral as herein provided and its rights and remedies with respect to the Collateral;
(fc) The Collateral, or any part thereof, will not be sold, leased, licensed, assigned, conveyed, transferred or transferred, disposed of, of or become subjected to any subsequent interest of any party senior party, created or suffered by Debtor, voluntarily or involuntarily, except in the ordinary course of Debtor's business or as expressly authorized in writing by Secured Party;
(d) The obligations, liabilities and indebtedness of Debtor to Secured Party hereunder shall not be released, discharged or impaired in any manner or to any extent if Secured Party renews, extends, modifies, changes or waives the time of payment and/or the manner, place or terms of payment of all or any part of the indebtedness secured hereby or any renewal thereof, or Secured Party makes any exchange, release, substitution, addition, surrender, settlement or compromise with respect to the interest Collateral, the indebtedness secured hereby or any party liable thereon; or Secured Party subordinates such indebtedness or Collateral, or both, to any other indebtedness of Secured PartyDebtor, except or security therefor, or both which may exist at any time hereafter;
(e) The Collateral will not be abused, wasted, abandoned or allowed to deteriorate, but shall be kept in good working order and condition and repair, reasonable wear and tear from its sole use above permitted excepted in accordance with reasonable business practice; provided, that the Collateral may become subjected to a security interest junior to the interest of Secured Party by Kaufman & Moomjian, LLC ("K&M"), Xxxxent XxXxxxxo --- or David N. Xxxxx;
(g) Xxxxxx xxxxx keep and maintain at all times true and complete books, records and accounts in accordance be replaced with normal business practicessubstituted assets; and
(hf) Debtor shall take any and all actions, including making any necessary filings, required or requested by Secured Party to assure that Secured Party's security interest in the Collateral is at all times senior to any security interest of K&M, Vincent DiSpigno and David N. Xxxxx xx xxx Xollaterxx;
(i) Debtor shall pay and reimburse Secured Party for all costs and expenses (including attorneys' fees, legal expenses, and advances and expenditures for recording and filing fees, if any) in connection with perfection and protection of Secured Party's security interest hereunder (other than the recording and filing of UCC-1 financing statements, for removal of any encumbrance from the Collateral, for curing, correcting or remedying any Event of Default hereunder, or for protection, preservation, maintenance and repair of the Collateral) incurred by Secured party in connection with the exercise by immediately notify Secured Party of any act, condition, or event which, with the giving of its rights and remedies under this Security Agreement in enforcingnotice or lapse of time, perfecting or protecting its interests under this Security Agreementboth, would constitute an event of default hereunder, or the existence of any material litigation, arbitration or other legal proceedings involving or affecting Debtor.
Appears in 1 contract
Samples: Security Agreement (Windswept Environmental Group Inc)
