Ownership of Accounts; Security Sample Clauses

Ownership of Accounts; Security. The Medical Group hereby transfers to the Management Company ownership of all accounts receivable and other rights to payment arising from the provision by the Medical Group of Medical Group Services to the general public during the Term (the "Accounts"); provided, however, that the right to payment of Medicaid and Medicare receivables shall remain with the Medical Group in accordance with applicable Federal and state law. The parties agree that all of the Medical Group's accounts receivable existing as of the close of business on August 31, 1997 and any amounts owing to the Medical Group for services provided through such date (collectively, the "Retained Accounts Receivable") shall remain the property of the Medical Group. Notwithstanding anything to the contrary contained herein, the collections relating to any Retained Accounts Receivable shall not be included in the computations of Collections, the Annual Medical Group Compensation Amount, or the Management Fee as described in Sections 5.3 and 5.4 hereof. The Management Company shall have the right to grant to any lender (the "Lender") a first priority lien and security interest in and with respect to the Accounts, together with all books, records, computer information and other general intangibles relating thereto (collectively, the "Collateral"), as security for the obligations of the Management Company to the Lender and the Medical Group shall execute a financing statement (the "Financing Statement") for the benefit of the Management Company evidencing the foregoing transfer of the Accounts and perfecting the Management Company's ownership interests therein. The Medical Group hereby acknowledges that the Lender is a third party beneficiary of the benefits granted to the Management Company under this Section 5.1. The Medical Group shall cooperate with the Lender as reasonably requested by the Lender in the event the Lender seeks to enforce its rights and remedies under its agreement with the Management Company, including granting the Lender access, to the extent permitted by law, to all books and records associated with the Collateral. Neither the Management Company nor the Lender shall be required to give the Medical Group any notice in connection with any loan or related financing arrangements affecting the Accounts or other Collateral.
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Ownership of Accounts; Security. The Medical Group hereby transfers to the Management Company ownership of all accounts receivable and other rights to payment arising from the provision by the Medical Group of orthopedic medical and surgical services and related medical services to the general public during the Term (the "Accounts"); provided, however, that the right to payment of Medicaid and Medicare receivables shall remain with the Medical Group in accordance with applicable Federal and state law. The Management Company shall have the right to grant to any lender (the "Lender") a first priority lien and security interest in and with respect to the Accounts, together with all books, records, computer information and other general intangibles relating thereto (collectively, the "Collateral"), as security for the obligations of the Management Company to the Lender. The Medical Group shall cooperate with the Lender as reasonably requested in the event the Lender seeks to enforce its rights and remedies under its agreement with the Management Company, including granting the Lender access, to the extent permitted by law, to all books and records associated with the Collateral. Neither the Management Company nor the Lender shall be required to give the Medical Group any notice in connection with any loan or related financing arrangements affecting the Accounts or other Collateral.
Sample 1Sample 2
Ownership of Accounts; Security. The Medical Group hereby transfers to the Management Company ownership of all accounts receivable and other rights to payment arising from the provision by the Medical Group of the Medical Group Services and related services to the general public during the Term (the "Accounts"); provided, however, that the right to payment of Medicaid and Medicare receivables shall remain with the Medical Group in accordance with applicable Federal and state law. The Management Company shall have the right to grant to any lender (the "Lender") a lien and security interest in and with respect to the Accounts, together with all books, records, computer information and other general intangibles relating thereto (collectively, the "Collateral"), as security for the obligations of the Management Company to the Lender, and the Medical Group shall execute a financing statement (the "Financing Statement") for the benefit of the Management Company evidencing the foregoing transfer of the Accounts and perfecting the Management Company's ownership interests therein. The Medical Group hereby acknowledges that the Lender is a third party beneficiary of the benefits granted to the Management Company under this Section 5.1. The Medical Group shall cooperate with the Lender as reasonably requested in the event the Lender seeks to enforce its rights and remedies under its agreement with the Management Company, including granting the Lender access, to the extent permitted by law, to all books and records associated with the Collateral. Neither the Management Company nor the Lender shall be required to give the Medical Group any notice in connection with any loan or related financing arrangements affecting the Accounts or other Collateral.
Sample 1
Ownership of Accounts; Security. The Medical Group hereby transfers to the Management Company ownership of all accounts receivable and other rights to payment arising from the provision by the Medical Group of orthopedic medical and surgical services and related medical services to the general public during the Term (the "Accounts"); provided, however, that the right to payment of Medicaid and Medicare receivables shall remain with the Medical Group in accordance with applicable Federal and state law. The Management Company shall have the right to grant to any lender (the "Lender") a first priority lien and security interest in and with respect to the Accounts, together with all books, records, computer information and other general intangibles relating thereto (collectively, the "Collateral"), as security for the obligations of the Management Company to the Lender, and the Medical Group shall execute a financing statement for the benefit of the Management Company evidencing the foregoing transfer of
Sample 1
Ownership of Accounts; Security. (a) Notwithstanding anything to the contrary contained in this Agreement and in order to accommodate the procurement of financial credit by the Management Company, the Medical Group and the Management Company hereby acknowledge and agree that Sections 3.5 and 3.6 of this Agreement provide for the transfer to the Management Company of ownership of all accounts receivable and the other rights to payment arising from the provision by the Medical Group of orthopedic medical and surgical services and related medical services to the general public (the "Accounts"); provided, however, that the right to payment of Medicaid and Medicare receivables shall remain with the Medical Group in accordance with applicable Federal law. Accordingly, the Medical Group acknowledges and agrees that, except as set forth herein, the Management Company possesses all right, title and interest in and with respect to any and all now existing or hereafter acquired Accounts generated by the Medical Group in the operation of the medical practice that is the subject of this Agreement, together with all contract rights, chattel paper, documents, instruments, books, records, computer information and other general intangibles relating thereto (collectively, the "Collateral"). The ownership rights in the Collateral vested hereunder permit the Management Company to, among other things, grant liens, extend the time of payment of, or compromise or settle for cash, credit or otherwise, upon any terms, all or any part of the Collateral; provided, however, that the Management Company has acquired the net receivables and, therefore, shall not be liable to the Medical Group for any receivables that remain uncollected. (b) The Medical Group hereby confirms the powers granted to the Management Company as its agent pursuant to Sections 3.5 and 3.6 of this Agreement, and acknowledges that the Management Company shall, pursuant to the terms of a loan and security agreement (the "Loan Agreement"), grant a lender (the "Lender"), a first priority lien and security interest in and with respect to the Collateral, as security for the obligations of the Management Company under the Loan Agreement, and the Medical Group consents to the foregoing. The Medical Group agrees to execute any and all documents necessary to evidence the Lender's security interest in and with respect to all of the Collateral pursuant to the terms of the Loan Agreement, including, without limitation, UCC-1 financing statements. The Medical...
Sample 1
Ownership of Accounts; Security. The Medical Group and each Practicing Physician hereby transfers to the Management Company ownership of all accounts receivable and other rights to payment arising from the provision by the Medical Group or such Practicing Physician of the Medical Group Services and related services to the general public during the Term (the "Accounts"); provided, however, that the right to payment of Medicaid and Medicare receivables shall remain with the Medical Group or such Practicing Physician, as the case may be, in accordance with applicable Federal and state law. The Management Company shall have the right to grant to any lender (the "Lender") a lien and security interest in and with respect to the Accounts, together with all books, records, computer information and other general intangibles relating thereto (collectively, the "Collateral"), as security for the obligations of the Management Company to the Lender, and the Medical Group and each Practicing Physician shall execute a financing statement (the "Financing Statement") for the benefit of the Management Company evidencing the foregoing transfer of the Accounts and perfecting the Management Company's ownership interests therein. The Medical Group hereby acknowledges that the Lender is a third party beneficiary of the benefits granted to the Management Company under this Section 5.1. The Medical Group shall cooperate with the Lender as reasonably requested in the event the Lender seeks to enforce its rights and remedies under its agreement with the Management Company, including granting the Lender access, to the extent permitted by law, to all books and records associated with the Collateral. Neither the Management Company nor the Lender shall be required to give the Medical Group any notice in connection with any loan or related financing arrangements affecting the Accounts or other Collateral.
Sample 1

Related to Ownership of Accounts; Security

  • Ownership of Accounts In the event of termination, so long as Producer has promptly accounted for and paid all premiums or return commissions for which it may be liable, the Producer’s records and use and control of expiration, shall remain the property of Producer; otherwise, use of record and control of expirations shall be vested promptly and exclusively in Broker.

  • Ownership of the Obligors An Obligor (other than the Company) is not or ceases to be a Subsidiary of the Company.

  • Ownership of Pledged Property The Company warrants and represents that it is the legal and beneficial owner of the Pledged Property free and clear of any lien, security interest, option or other charge or encumbrance except for the security interest created by this Agreement.

  • Ownership of Collateral (a) With respect to the Collateral, at the time the Collateral becomes subject to Agent’s security interest: (i) each Borrower shall be the sole owner of and fully authorized and able to sell, transfer, pledge and/or grant a first priority security interest in each and every item of the its respective Collateral to Agent; and, except for Permitted Encumbrances the Collateral shall be free and clear of all Liens and encumbrances whatsoever; (ii) each document and agreement executed by each Borrower or delivered to Agent or any Lender in connection with this Agreement shall be true and correct in all respects; (iii) all signatures and endorsements of each Borrower that appear on such documents and agreements shall be genuine and each Borrower shall have full capacity to execute same; and (iv) each Borrower’s Equipment and Inventory shall be located as set forth on Schedule 4.5 and shall not be removed from such location(s) without the prior written consent of Agent except with respect to the sale of Inventory in the Ordinary Course of Business and Equipment to the extent permitted in Section 4.3 hereof. (i) There is no location at which any Borrower has any Inventory (except for Inventory in transit) other than those locations listed on Schedule 4.5; (ii) Schedule 4.5 hereto contains a correct and complete list, as of the Closing Date, of the legal names and addresses of each warehouse at which Inventory of any Borrower is stored; none of the receipts received by any Borrower from any warehouse states that the goods covered thereby are to be delivered to bearer or to the order of a named Person or to a named Person and such named Person’s assigns; (iii) Schedule 4.5 hereto sets forth a correct and complete list as of the Closing Date of (A) each place of business of each Borrower and (B) the chief executive office of each Borrower; and (iv) Schedule 4.5 hereto sets forth a correct and complete list as of the Closing Date of the location, by state and street address, of all Real Property owned or leased by each Borrower, together with the names and addresses of any landlords.

  • Ownership of Records All records required to be maintained and preserved by the Corporation or Fund pursuant to the provisions of rules or regulations of the Securities and Exchange Commission under Section 31(a) of the Act and maintained and preserved by the Manager on behalf of the Corporation or Fund, as appropriate, are the property of the Corporation or Fund, as appropriate, and will be surrendered by the Manager promptly on request by the Corporation or Fund, as appropriate.

  • Ownership of Borrower The REIT Guarantor is the sole general partner of the Borrower and owns free of any Lien or other claim not less than a sixty-six and two-thirds percent (66 2/3%) Equity Interest in the Borrower as the general partner thereof.

  • Ownership of Acquired Property Except to the extent that a specific provision of this contract states to the contrary, the State shall own all intellectual property acquired or developed under this contract and all equipment purchased by the Engineer or its subcontractors under this contract. All intellectual property and equipment owned by the State shall be delivered to the State when the contract terminates, or when it is no longer needed for work performed under this contract, whichever occurs first.

  • Ownership of Assets The Company and its subsidiaries have good and marketable title to all property (whether real or personal) described in the Registration Statement, in the Time of Sale Disclosure Package and in the Prospectus as being owned by them, in each case free and clear of all liens, claims, security interests, other encumbrances or defects except such as are described in the Registration Statement, in the Time of Sale Disclosure Package and in the Prospectus. The property held under lease by the Company and its subsidiaries is held by them under valid, subsisting and enforceable leases with only such exceptions with respect to any particular lease as do not interfere in any material respect with the conduct of the business of the Company or its subsidiaries.

  • Ownership of Equipment Any equipment purchased by or furnished to the Grantee by the State under this grant agreement is provided on a loan basis only and remains the property of the State.

  • Ownership of Trust Property Legal title to all of the Trust Property shall at all times be considered to be vested in the Trust, except that the Board of Trustees shall have the power to cause legal title to any Trust Property to be held by or in the name of any Person as nominee, on such terms as the Board of Trustees may determine, in accordance with applicable law.

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