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 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).
Sample 1
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 Liens permitted under Section 6.02 of the Credit Agreement, and no Grantor will grant or allow any effective non-permitted Liens to exist. Except as permitted under the Credit Agreement, each Grantor will not sell, assign (by operation of Law or otherwise), transfer, exchange, lease or otherwise dispose of any of its Collateral.
Sample 1
Ownership, Liens, Possession and Transfers. Each Grantor will maintain good and marketable title to all Collateral (other than Collateral permitted to be sold or otherwise disposed of in accordance with Section 4.10 of the Indenture), free and clear of all Liens, encumbrances or adverse claims except for the security interest created by this Agreement, Liens in favor of the First Lien Creditors and any other Permitted Liens, and no Grantor will grant or allow any such Liens, encumbrances or adverse claims to exist. 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, any which have been filed in favor of the First Lien Creditors relating to the First Lien Documents, and any which have been filed to perfect or protect any other Permitted Lien. Each Grantor will defend the Collateral Agent’s right, title and special property and security interest in and to the Collateral against the claims of any Person. Each Grantor (i) will insure that all of the Collateral —whether goods, Documents, Instruments, or otherwise — is and remains in the possession of such Grantor, the First Lien Agent, or, subject to the terms of the Intercreditor Agreement, following the First Lien Discharge Date, the Collateral Agent (or a bailee selected by the First Lien Agent or the Collateral Agent, as applicable, who is holding such Collateral for the benefit of the First Lien Agent or the Collateral Agent, as applicable), 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 other than in accordance with Section 4.10 of the Indenture.
Sample 1
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...
Sample 1
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,
Sample 1
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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.
Sample 1

Related to Ownership, Liens, Possession and Transfers

  • Assignments and Transfers 18.1 Any assignment by either Party to any entity of any right, obligation or duty, or of any other interest hereunder, in whole or in part, without the prior written consent of the other Party shall be void. The assignee must provide evidence of a Commission approved certification to provide Telecommunications Service in each state that OneTone is entitled to provide Telecommunications Service. After BellSouth’s consent, the Parties shall amend this Agreement to reflect such assignments and shall work cooperatively to implement any changes required due to such assignment. All obligations and duties of any Party under this Agreement shall be binding on all successors in interest and assigns of such Party. No assignment or delegation hereof shall relieve the assignor of its obligations under this Agreement in the event that the assignee fails to perform such obligations. Notwithstanding anything to the contrary in this Section, OneTone shall not be permitted to assign this Agreement in whole or in part to any entity unless either (1) OneTone pays all bills, past due and current, under this Agreement, or (2) OneTone’s assignee expressly assumes liability for payment of such bills. 18.2 In the event that OneTone desires to transfer any services hereunder to another provider of Telecommunications Service, or OneTone desires to assume hereunder any services provisioned by BellSouth to another provider of Telecommunications Service, such transfer of services shall be subject to separately negotiated rates, terms and conditions.

  • 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.

  • Payments and Transfers 1. Except under the circumstances envisaged in Article 7.17 a Party shall not apply restrictions on international transfers and payments for current transactions relating to its specific commitments. 2. Nothing in this Chapter shall affect the rights and obligations of the Parties as members of the International Monetary Fund under the Articles of Agreement of the Fund, including the use of exchange actions which are in conformity with the Articles of Agreement, provided that a Party shall not impose restrictions on any capital transactions inconsistently with its specific commitments regarding such transactions, except under Article 7.17 or at the request of the Fund.

  • 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.

  • Certificates and Transfer of Interests Section 4.01. Initial Ownership 12 Section 4.02. The Certificates 12 Section 4.03. Execution, Authentication and Delivery of Certificates 12 Section 4.04. Registration of Transfer and Exchange of Certificates 12 Section 4.05. Mutilated, Destroyed, Lost or Stolen Certificates 13 Section 4.06. Persons Deemed Owners 14 Section 4.07. Access to List of Certificateholders’ Names and Addresses 14 Section 4.08. Maintenance of Office or Agency 14 Section 4.09. Restrictions on Transfers of Certificates 14

  • Permitted Transfers Within Escrow 5.1 Transfer to Directors and Senior Officers (1) You may transfer escrow securities within escrow to existing or, upon their appointment, incoming directors or senior officers of the Issuer or any of its material operating subsidiaries, if the Issuer’s board of directors has approved the transfer. (2) Prior to the transfer the Escrow Agent must receive: (a) a certified copy of the resolution of the board of directors of the Issuer approving the transfer; (b) a certificate signed by a director or officer of the Issuer authorized to sign, stating that the transfer is to a director or senior officer of the Issuer or a material operating subsidiary and that any required approval from the Canadian exchange the Issuer is listed on has been received; (c) an acknowledgment in the form of Schedule “B” signed by the transferee; (d) copies of the letters sent to the securities regulators described in subsection (3) accompanying the acknowledgement; and (e) a transfer power of attorney, completed and executed by the transferor in accordance with the requirements of the Issuer’s transfer agent. (3) At least 10 days prior to the transfer, the Issuer will file a copy of the acknowledgement with the securities regulators in the jurisdictions in which it is a reporting issuer.

  • Assignment and Transfers Except as the Committee may otherwise permit pursuant to the Plan, the rights and interests of the Participant under this Agreement may not be sold, assigned, encumbered or otherwise transferred except, in the event of the death of the Participant, by will or by the laws of descent and distribution. In the event of any attempt by the Participant to alienate, assign, pledge, hypothecate, or otherwise dispose of the Stock Units or any right hereunder, except as provided for in this Agreement, or in the event of the levy or any attachment, execution or similar process upon the rights or interests hereby conferred, the Company may terminate the Stock Units by notice to the Participant, and the Stock Units and all rights hereunder shall thereupon become null and void. The rights and protections of the Company hereunder shall extend to any successors or assigns of the Company and to the Company’s parents, subsidiaries, and affiliates. This Agreement may be assigned by the Company without the Participant’s consent.

  • Transfers and Reassignments Definitions

  • Ownership Interests The ownership interest of each member of the Company will be expressed in terms of a percentage that is set out in Exhibit A, attached and made part of this Agreement. The total ownership interests of all members will always equal one-hundred percent (100%). The existing members will determine the ownership interest of any new members prior to admission to the Company.

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