Ownership, Liens, Possession and Transfers Sample Clauses

Ownership, Liens, Possession and Transfers. Debtor will maintain good and marketable title to all Collateral (except Collateral which is sold in accordance with Section 7.5 of the Credit Agreement), free and clear of all Liens, encumbrances or adverse claims except for the security interest created by this Agreement and any Permitted Liens, and Debtor will not grant or allow any such Liens, encumbrances or adverse claims to exist. Debtor will not grant or allow to remain in effect, and Debtor will cause to be terminated, any financing statement or other registration or instrument similar in effect covering all or any part of the Collateral, except any which have been filed in favor of Secured Party relating to this Agreement and any which have been filed to perfect or protect any Permitted Lien. Debtor will defend Secured Party's right, title and special property and security interest in and to the Collateral against the claims of any Person. Except as expressly allowed in Section 3.3 below for Inventory and Equipment, Debtor (i) will insure that all of the Collateral -- whether goods, Documents, Instruments, or otherwise -- is and remains in the possession of Debtor or Secured Party (or a bailee selected by Secured Party who is holding such Collateral for the benefit of Secured Party), except for goods being transported in the ordinary course of business, and (ii) will not sell, assign (by operation of law or otherwise), transfer, exchange, lease or otherwise dispose of any of the Collateral.
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Ownership, Liens, Possession and Transfers. As of the First Recalculation Date, Debtors will maintain good and marketable title to all Collateral, free and clear of all Liens, encumbrances or adverse claims except for Permitted Encumbrances. Debtors will not grant or allow to remain in effect, and Debtors will cause to be terminated, any financing statement or other registration or instrument similar in effect covering all or any part of the Collateral, except any which have been filed in favor of Secured Party relating to this Agreement. Debtors will defend Secured Party’s right, title and special property and security interest in and to the Collateral against the claims of any Person.
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Ownership, Liens, Possession and Transfers. Each Grantor will maintain good title to all of its Collateral, free and clear of all Liens, except for the security interest created by this Agreement and any Permitted Liens. No Grantor will grant or allow to remain in effect, and each Grantor will cause to be terminated, any financing statement or other registration or instrument similar in effect covering all or any part of the Collateral, except any which have been filed in favor of the Collateral Agent relating to this Agreement or the other Security Documents and any which have been filed to perfect or protect any Permitted Lien. Each Grantor will defend the Collateral Agent’s Lien in and to such Grantor’s Collateral against the claims of any Person (subject only to Permitted Liens). Except as expressly permitted under the Note Purchase Agreement, each Grantor (i) will insure that all of its tangible Collateral, whether Goods, Documents, Instruments, Chattel Paper, Letters of Credit or otherwise, is and remains in the possession of such Grantor or the Collateral Agent (or a bailee selected by the Collateral Agent who is holding such Collateral for the benefit of the Collateral Agent), except for Off-Site Collateral or Collateral in possession of any Person other than the Grantors or the Collateral Agent, in an aggregate amount not to exceed $700,000, and (ii) will not sell, assign (by operation of law or otherwise), transfer, exchange, lease or otherwise dispose of any of its Collateral, except for Dispositions permitted by Paragraph 6D of the Note Purchase Agreement, subject to compliance with all terms and conditions of the Note Purchase Agreement.
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Ownership, Liens, Possession and Transfers. (1) Each Grantor will maintain good title to all of its Collateral, free and clear of all Liens, except for the security interest created by this Agreement and any Permitted Liens, and no Grantor will grant or allow any Liens other than Permitted Liens to exist. (2) No Grantor will grant or allow to remain in effect, and each Grantor will cause to be terminated, any financing statement or other registration or instrument similar in effect covering all or any part of the Collateral, except any which have been filed in favor of the Collateral Agent relating to this Agreement or the other Finance Documents and any which have been filed to perfect or protect any Permitted Lien. (3) Each Grantor will defend the Collateral Agent’s Lien in and to such Grantor’s Collateral against the claims of any Person (subject only to Permitted Liens). (4) Except as expressly permitted under the Finance Documents, each Grantor will not (i) sell, assign (by operation of law or otherwise), transfer, exchange, lease or otherwise dispose of, or grant any option with respect to, any of the Collateral other than cash and cash equivalents used by the Grantors in the ordinary course of business, including, but not limited to, paying the Grantors' expenses and other obligations in the ordinary course as they become due and payable, or (ii) create or permit to exist any Lien upon or with respect to any of the Collateral of the Grantor, except for Permitted Liens; provided, however, that upon certification by a Grantor that it has reached agreement to sell any equipment of the Grantors related to the Brisas Project for a price that a majority of such Grantor's board of directors deems reasonable and has provided a written certification providing such price is reasonable to the Collateral Agent, the Collateral Agent shall release its Lien on such equipment upon such sale and the proceeds of such sale shall not be subject to the Lien granted under this Agreement and will not constitute part of the Collateral; provided, further, that upon certification by a Grantor that it has reached agreement to sell the Mining Data for a price that a majority of such Grantor's board of directors deems reasonable; has provided a written certification providing such price is reasonable to the Collateral Agent; and the Majority Holders have consented to such sale upon the terms contained in such written certification (provided that such consent may not be unreasonably withheld, denied or delayed), the Colla...
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Ownership, Liens, Possession and Transfers. Each Debtor will maintain good and marketable title to all Collateral owned by it, free and clear of all Liens, encumbrances or adverse claims except for the security interest created by this Agreement and any Permitted Encumbrances, and no Debtor will grant or allow any such Liens, encumbrances or adverse claims to exist. No Debtor will sell, assign (by operation of law or otherwise), transfer, exchange, lease or otherwise dispose of any of the Collateral, nor will any Debtor deliver actual or constructive possession of the Collateral to any other Person, other than: (i) sales of Inventory (including oil and natural gas) in the ordinary course of business, and (ii) sale or other disposal, other than during the continuance of an Event of Default, of any item of Equipment which is worn out or obsolete and which has been replaced by an item of equal suitability and value, owned by a Debtor and made subject to the security interest under this Agreement, but which is otherwise free and clear of any liens, security interest, encumbrance or adverse claim (other than those in favor of Lender pursuant to the terms hereof or any Permitted Encumbrances).
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Ownership, Liens, Possession and Transfers. Debtor will maintain good and marketable title to all Collateral (except Collateral which is sold in accordance with Section 7.5 of the Credit Agreement), free and clear of all Liens, encumbrances or adverse claims except for the security interest created by this Agreement and any Permitted Liens, and Debtor will not grant or allow any such Liens, encumbrances or adverse claims to exist. Debtor will not grant or allow to remain in effect, and Debtor will cause to be terminated, any financing statement or other registration or instrument similar in effect covering all or any part of the Collateral, except any which have been filed in favor of Secured Party relating to this Agreement and any which have been filed to perfect or protect any Permitted Lien. Debtor will defend Secured Party's right, title and special property and security interest in and to the Collateral against the claims of any Person. Except as expressly allowed in Section 3.3 below for Inventory and Equipment,
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Related to Ownership, Liens, Possession and Transfers

  • Due on Sale and Encumbrance; Transfers of Interests Borrower acknowledges that Lender has examined and relied on the experience of Borrower and its members and principals of Borrower in owning and operating properties such as the Property in agreeing to make the Loan, and will continue to rely on Borrower’s ownership of the Property as a means of maintaining the value of the Property as security for repayment of the Debt and the performance of the Other Obligations. Borrower acknowledges that Lender has a valid interest in maintaining the value of the Property so as to ensure that, should Borrower default in the repayment of the Debt or the performance of the Other Obligations, Lender can recover the Debt by a sale of the Property. Therefore, without the prior written consent of Lender, but, in each instance, subject to the provisions of Article 7, neither Borrower nor any other Person having a direct or indirect ownership or beneficial interest in Borrower shall sell, convey, mortgage, grant, bargain, encumber, pledge, assign or transfer the Property or any part thereof, or any interest, direct or indirect, in Borrower, whether voluntarily or involuntarily or enter into or subject the Property to a PACE Loan (a “Transfer”). A Transfer within the meaning of this Section 4.2 shall be deemed to include (i) an installment sales agreement wherein Borrower agrees to sell the Property or any part thereof for a price to be paid in installments; (ii) an agreement by Borrower for the leasing of all or a substantial part of the Property for any purpose other than the actual occupancy by a space Tenant thereunder or a sale, assignment or other transfer of, or the grant of a security interest in, Borrower’s right, title and interest in and to any Leases or any Rents; (iii) if Borrower is a limited liability company, the change, removal, resignation or addition of a member or the transfer of the interest of any member; and (iv) any pledge, hypothecation, assignment, transfer or other encumbrance of any ownership interest in Borrower.

  • Possession and Transfer of Collateral Unless an Event of Default exists hereunder, the Borrower shall be entitled to possession or use of the Collateral (other than Instruments or Documents, Tangible Chattel Paper, Investment Property consisting of certificated securities and other Collateral required to be delivered to the Bank pursuant to this Section 6). The cancellation or surrender of any Note, upon payment or otherwise, shall not affect the right of the Bank to retain the Collateral for any other of the Obligations. The Borrower shall not sell, assign (by operation of law or otherwise), license, lease or otherwise dispose of, or grant any option with respect to any of the Collateral, except that the Borrower may sell Inventory in the ordinary course of business and may sell property, plant and Equipment in the ordinary course of business.

  • Assignments and transfers by Obligors No Obligor may assign or transfer any of its rights and obligations under the Finance Documents without the prior consent of all the Lenders.

  • Assignments and Transfers No Party may assign any of its rights and benefits or transfer any of its rights, benefits and obligations in respect of any Debt Documents or the Liabilities except as permitted by this Clause 19.

  • Assignments and transfer by Obligors No Obligor may assign any of its rights or transfer any of its rights or obligations under the Finance Documents.

  • Restrictions on Liens and Encumbrances Except for the lien of this Mortgage and the Permitted Exceptions, Mortgagor shall not further mortgage, nor otherwise encumber the Mortgaged Property nor create or suffer to exist any lien, charge or encumbrance on the Mortgaged Property, or any part thereof, whether superior or subordinate to the lien of this Mortgage and whether recourse or non-recourse.

  • Assignments and Transfers by Investors The provisions of this Agreement shall be binding upon and inure to the benefit of the Investors and their respective successors and assigns. An Investor may transfer or assign, in whole or from time to time in part, to one or more persons its rights hereunder in connection with the transfer of Registrable Securities by such Investor to such person, provided that such Investor complies with all laws applicable thereto and provides written notice of assignment to the Company promptly after such assignment is effected.

  • Ownership, No Liens, etc The Pledgor is the legal and beneficial owner of, and has good and marketable title to (and has full right and authority to pledge and assign), the Pledged Collateral, free and clear of all Liens except Permitted Liens.

  • Assignment and transfers by Obligors No Obligor may assign any of its rights or transfer any of its rights or obligations under the Finance Documents.

  • Assignments and transfers by Lenders (a) A Lender (the Existing Lender) may, subject to the following provisions of this Subclause, at any time assign or transfer (including by way of novation) any of its rights and obligations under this Agreement to any other person (the New Lender).

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