Ownership of Collateral. (a) With respect to the Collateral, at the time the Collateral becomes subject to Agent’s security interest: (i) a Credit Party 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 a Credit Party 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 a Credit Party that appear on such documents and agreements shall be genuine and such Credit Party shall have full capacity to execute same; and (iv) the Credit Party’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.
Appears in 4 contracts
Samples: Security Agreement (Perma Fix Environmental Services Inc), Security Agreement (Perma Fix Environmental Services Inc), Security Agreement (Perma Fix Environmental Services Inc)
Ownership of Collateral. (a) With respect to the Collateral, at the time the Collateral becomes subject to AgentLender’s security interest: (i) a Credit each U.S. Loan Party 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 AgentLender; and, except for Permitted Encumbrances Liens the Collateral shall be free and clear of all Liens and encumbrances whatsoever; (ii) each document and agreement executed by a Credit U.S. Loan Party 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 a Credit U.S. Loan Party that appear on such documents and agreements shall be genuine and such Credit U.S. Loan Party shall have full capacity to execute same; and (iv) the Credit each U.S. Loan Party’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 Lender except with respect to the sale of Inventory in the Ordinary Course ordinary course of Business and Equipment to the extent permitted in Section 4.3 hereofbusiness.
Appears in 3 contracts
Samples: Loan and Security Agreement, Loan and Security Agreement (Orthopediatrics Corp), Loan and Security Agreement (Orthopediatrics Corp)
Ownership of Collateral. (a) With respect to the Collateral, at the time the Collateral becomes subject to Agent’s security interest: (ia) a Credit each Loan Party 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; (iib) each document and agreement executed by a Credit each Loan Party or delivered to Agent or any Lender or Term Lender in connection with this Agreement shall be true and correct enforceable in all material respects; (iiic) all signatures and endorsements of a Credit each Loan Party that appear on such documents and agreements shall be genuine and such Credit each Loan Party shall have full capacity to execute same; and (ivd) the Credit each Loan Party’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 ordinary course of Business business and Equipment to the extent permitted in Section 4.3 hereof4.3.
Appears in 2 contracts
Samples: Financing Agreement (Rafaella Apparel Group,inc.), Financing Agreement (Rafaella Apparel Group,inc.)
Ownership of Collateral. (a) With respect to the Collateral, at the time the Collateral becomes subject to Agent’s 's security interest: (i) a Credit each Loan Party 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 a Credit Loan Party or delivered to Agent or any Lender in connection with this Agreement shall be true and correct in all material respects; (iii) all signatures and endorsements of a Credit any Loan Party that appear on such documents and agreements shall be genuine and such Credit each Loan Party shall have full capacity to execute same; and (iv) the Credit each Loan Party’s '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.
Appears in 2 contracts
Samples: Security Agreement (TCP International Holdings Ltd.), Security Agreement (TCP International Holdings Ltd.)
Ownership of Collateral. (a) With respect to the Collateral, at the time ----------------------- the Collateral becomes subject to Agent’s 's security interest: (ia) a Credit Party 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; (iib) each document and agreement executed by a Credit Party each Borrower or delivered to Agent or any Lender in connection with this Agreement shall be true and correct in all material respects; (iiic) all signatures and endorsements of a Credit Party Borrower that appear on such documents and agreements shall be genuine and such Credit Party Borrower shall have full capacity to execute same; and (ivd) the Credit Party’s Equipment and Borrower's 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 ordinary course of Business and Equipment to the extent permitted in Section 4.3 hereofbusiness.
Appears in 2 contracts
Samples: Security Agreement (Delta Mills Inc), Security Agreement (Delta Woodside Industries Inc /Sc/)
Ownership of Collateral. (a) With respect to the Collateral, at the time the Collateral becomes subject to Agent’s 's security interest: (i) a Credit Party 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 a Credit Party 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 a Credit Party Borrower that appear on such documents and agreements shall be genuine and such Credit Party Borrower shall have full capacity to execute same; and (iv) the Credit Party’s 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.
Appears in 2 contracts
Samples: Security Agreement (Small World Kids Inc), Security Agreement (Ashlin Development Corp)
Ownership of Collateral. (a) With respect to the Collateral, at the time the Collateral becomes subject to Agent’s security interest: (i) a each Credit Party 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 a the Credit Party Parties 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 a Credit Party Parties that appear on such documents and agreements shall be genuine and such Credit Party Parties shall have full capacity to execute same; and (iv) the Credit Party’s Equipment and Parties’ 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 Business. Credit Parties may relocate Inventory at any time to any of the extent permitted in Section 4.3 hereoflocations set forth on Schedule 4.5 without the consent of Agent.
Appears in 1 contract
Ownership of Collateral. (a) With respect to the Collateral, at the time that the Collateral becomes subject to Agent’s 's security interest: (ia) a Credit Party shall be the sole owner of and fully authorized and able to sell, transfer, pledge and/or 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; (iib) each document and agreement executed by a Credit Party or delivered to Agent or any Lender in connection with this Agreement shall be true and correct in all respects; (iiic) all signatures and endorsements of a Credit Party that appear on such documents and agreements shall be genuine and such Credit Party shall have full capacity to execute same; and (ivd) the Credit Party’s Parties' 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 ordinary course of Business business and Equipment to the extent permitted in Section 4.3 hereof4.3.
Appears in 1 contract
Samples: Security Agreement (Perma Fix Environmental Services Inc)
Ownership of Collateral. (a) With respect to the Collateral, at the time the Collateral becomes subject to Agent’s security interest: (i) a Credit Party 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 a Credit Party 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 a Credit Party Borrower that appear on such documents and agreements shall be genuine and such Credit Party Borrower shall have full capacity to execute same; and (iv) the Credit PartyBorrower’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 hereofhereof and Equipment and Inventory located at job sites.
Appears in 1 contract
Ownership of Collateral. (a) With respect to the Collateral, at the time the Collateral becomes subject to Agentthe Lender’s security interest: (ia) a Credit each Loan Party 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 Agentthe Lender; and, except for Permitted Encumbrances Encumbrances, the Collateral shall be free and clear of all Liens and encumbrances whatsoever; (iib) each document and agreement executed by a Credit each Loan Party or delivered to Agent or any the Lender in connection with this Agreement shall be true and correct in all material respects; (iiic) all signatures and endorsements of a Credit each Loan Party that appear on such documents and agreements shall be genuine and such Credit each Loan Party shall have full capacity to execute same; and (ivd) the Credit each Loan Party’s Equipment and Inventory shall be located as set forth on Schedule 4.5 (as updated quarterly, if necessary) and shall not be removed from such location(s) without the prior written consent of Agent the Lender except with respect to (i) the sale of Inventory in the Ordinary Course ordinary course of Business business, (ii) Inventory in transit from a supplier, vendor or a location identified on Schedule 4.5 to another location identified on Schedule 4.5, and Equipment (iii) Inventory used at special events in an amount not to the extent permitted in Section 4.3 hereofexceed $50,000 at any time.
Appears in 1 contract
Ownership of Collateral. (a) With respect to the Collateral, at the time the Collateral becomes subject to Agent’s 's security interest: (ia) a Credit each Loan Party 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; (iib) each document and agreement executed by a Credit each Loan Party or delivered to Agent or any Lender in connection with this Agreement shall be true and correct in all respects; (iiic) all signatures and endorsements of a Credit each Loan Party that appear on such documents and agreements shall be genuine and such Credit each Loan Party shall have full capacity to execute same; and (ivd) the Credit each Loan Party’s '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 ordinary course of Business business and Equipment to the extent permitted in Section 4.3 hereof4.3.
Appears in 1 contract
Ownership of Collateral. (a) With respect to the Collateral, at the time the Collateral becomes subject to Agent’s security interest: (i) a Credit each Loan Party 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 a Credit Loan Party or delivered to Agent or any Lender in connection with this Agreement shall be true and correct in all material respects; (iii) all signatures and endorsements of a Credit any Loan Party that appear on such documents and agreements shall be genuine and such Credit each Loan Party shall have full capacity to execute same; and (iv) the Credit each Loan Party’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.
Appears in 1 contract
Samples: Revolving Creditandsecurity Agreement (TCP International Holdings Ltd.)
Ownership of Collateral. (a) With respect to the Collateral, at the time the Collateral becomes subject to Agent’s 's security interest: (ia) a each Credit Party 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; (iib) each document and agreement with respect to the Collateral executed by a any Credit Party or delivered to Agent or any Lender in connection with this Agreement shall be true and correct in all material respects; (iiic) all signatures and endorsements of a any Credit Party that appear on such documents and agreements shall be genuine and such each Credit Party shall have full capacity to execute same; and (ivd) the each Credit Party’s '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 ordinary course of Business business and Equipment to the extent permitted in Section 4.3 hereof4.3.
Appears in 1 contract
Samples: Financing Agreement (Cpac Inc)
Ownership of Collateral. (a) With respect to the Collateral, at the time the Collateral becomes subject to Agent’s security interest: (ia) a Credit each Loan Party 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; (iib) each document and agreement executed by a Credit each Loan Party or delivered to Agent or any Lender in connection with this Agreement shall be true and correct enforceable in all material respects; (iiic) all signatures and endorsements of a Credit each Loan Party that appear on such documents and agreements shall be genuine and such Credit each Loan Party shall have full capacity to execute same; and (ivd) the Credit each Loan Party’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 ordinary course of Business business and Equipment to the extent permitted in Section 4.3 hereof4.3.
Appears in 1 contract
Samples: Financing Agreement (Verrazano,inc.)
Ownership of Collateral. (a) With respect to the Collateral, at the time the Collateral becomes subject to Agent’s security interest: (i) a Credit Party 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 a Credit Party 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 a Credit Party Borrower that appear on such documents and agreements shall be genuine and such Credit Party Borrower shall have full capacity to execute same; and (iv) the Credit PartyBorrower’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.
Appears in 1 contract
Samples: Revolving Credit and Security Agreement (Johnson Outdoors Inc)
Ownership of Collateral. (a) With respect to the Collateral, at the time the Collateral becomes subject to Agent’s security interest: (i) a the Credit Party Parties or any one of them 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 whatsoeverLiens; (ii) each document and agreement executed by a Credit Party 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 a each Credit Party that appear on such documents and agreements shall be genuine and such each Credit Party shall have full capacity to execute same; and (iviii) the each Credit Party’s Equipment and Inventory shall be located as at one of the locations set forth on Schedule 4.5 4.4 or otherwise set forth in a written notice from a Credit Party to the Agent and shall not be removed from such location(s) without the prior written consent of Agent (not to be unreasonably withheld, delayed or conditioned) except with respect (x) to the sale of Inventory extent in transit or out for repair in the Ordinary Course of Business and Equipment Business, (y) the sale or disposition thereof to the extent permitted under this Agreement or any Other Document, or (z) if such Inventory is located at a customer’s address set forth in Section 4.3 hereofany Rental Agreement or applicable work site.
Appears in 1 contract
Samples: Guaranty Agreement (Drilling Tools International Corp)
Ownership of Collateral. (a) With respect to the Collateral, at the time the Collateral becomes subject to AgentLender’s security interest: (i) a Credit each Loan Party 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 AgentLender; and, except for Permitted Encumbrances Liens the Collateral shall be free and clear of all Liens and encumbrances whatsoever; (ii) each document and agreement executed by a Credit Loan Party 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 a Credit Loan Party that appear on such documents and agreements shall be genuine and such Credit Loan Party shall have full capacity to execute same; and (iv) the Credit each Loan Party’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 Lender except with respect to the sale of Inventory in the Ordinary Course ordinary course of Business and Equipment to the extent permitted in Section 4.3 hereofbusiness.
Appears in 1 contract
Ownership of Collateral. (a) With respect to the Collateral, at the time the Collateral becomes subject to Agent’s security interest: (i) a the Credit Party Parties or any one of them 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 whatsoeverLiens; (ii) each document and agreement executed by a Credit Party 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 a each Credit Party that appear on such documents and agreements shall be genuine and such each Credit Party shall have full capacity to execute same; and (iviii) the each Credit Party’s Equipment and Inventory shall be located as at one of the locations set forth on Schedule 4.5 4.4 or otherwise set forth in a written notice from a Credit Party to the Agent and shall not be removed from such location(s) without the prior written consent of Agent (not to be unreasonably withheld, delayed or conditioned) except with respect (x) to the extent in transit, (y) the sale of Inventory in the Ordinary Course of Business and Equipment or disposition thereof to the extent permitted under this Agreement or any Other Document, or (z) if such Inventory is located at a customer’s address set forth in Section 4.3 hereofany Rental Agreement or applicable work site.
Appears in 1 contract
Ownership of Collateral. (a) With respect to the Collateral, at the time the Collateral becomes subject to Agent’s Lender's security interest: (ia) a Credit Party 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 AgentLender; and, except for Permitted Encumbrances the Collateral shall be free and clear of all Liens Liens, Claims, Charges and encumbrances whatsoever; (iib) each document and agreement executed by a Credit Party Borrower or delivered to Agent or any Lender in connection with this Agreement shall be true and correct in all respects; (iiic) all signatures and endorsements of a Credit Party Borrower that appear on such documents and agreements shall be genuine and such Credit Party Borrower shall have full capacity to execute same; and (ivd) the Credit Party’s Equipment and Borrower's Inventory shall be located as set forth on Schedule 4.5 SCHEDULE "4.5" and shall not be removed from such location(s) without the prior written consent of Agent except Lender expect with respect to the sale of Inventory in the Ordinary Course ordinary course of Business business and Equipment to the extent permitted in Section 4.3 hereof.
Appears in 1 contract
Samples: Credit and Security Agreement (Prima Group International Inc)
Ownership of Collateral. (a) With respect to the Collateral, at the time the Collateral becomes subject to Agent’s 's security interest: (ia) a each Credit Party 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; (iib) each document and agreement executed by a each Credit Party or delivered to Agent or any Lender in connection with this Agreement shall be true and correct in all material respects; (iiic) all signatures and endorsements of a each Credit Party that appear on such documents and agreements shall be genuine and such each Credit Party shall have full capacity to execute same; and (ivd) the each Credit Party’s '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 ordinary course of Business business and Equipment to the extent permitted in Section 4.3 hereof.
Appears in 1 contract
Samples: Security Agreement (Sunsource Inc)
Ownership of Collateral. (a) With respect to the Collateral, at the time the Collateral becomes subject to Agent’s 's security interest: (i) a Credit the applicable Loan Party shall be the sole owner have rights to and an interest in 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 Liens, the Collateral shall be free and clear of all Liens and encumbrances whatsoever; (ii) each document and agreement executed by a Credit any Loan Party or delivered to Agent or any Lender in connection with this Agreement shall be true and correct in all material respects; (iii) all signatures and endorsements of a Credit any Loan Party that appear on such documents and agreements shall be genuine and such Credit Loan Party shall have full capacity to execute same; and (iv) the Credit each Loan Party’s '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 or Equipment, as permitted herein, items in the Ordinary Course of Business transit and Equipment to the extent except as otherwise permitted in Section 4.3 hereofunder this Agreement.
Appears in 1 contract
Samples: Castle a M & Co