Perfection of Certain Collateral Sample Clauses

Perfection of Certain Collateral. Within thirty (30) days after the Closing Date (or such extended period of time as agreed to by the Collateral Agent), to the extent not delivered on or prior to the Closing Date, the Credit Parties shall deliver to the Collateral Agent or the Canadian Agent, as applicable, the following items:
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Perfection of Certain Collateral. No Grantor shall be required to establish the Collateral Trustee's “control” (within the meanings of Sections 8-106(d)(2) or 9-104(a)(2) of the New York UCC, respectively) over any Securities Account or Deposit Account. It is the further understanding of the parties (other than the Collateral Trustee and the Notes Trustee, which make no such determination) that the security interests granted pursuant to this Agreement may not be valid or fully perfected in certain assets with respect to which the Collateral Trustee acting pursuant to an Act of Required Collateral Trust Holders (or the Credit Agreement Collateral Agent in accordance with Section 7.1(b)(3) of the Collateral Trust Agreement) (in consultation with the Company) has determined that the burden of obtaining perfection of a security interest therein is excessive in relation to the benefits to be obtained by the Secured Parties.
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Perfection of Certain Collateral. It is the understanding of the parties that no Grantor shall be required to establish the Agent's "control" (within the meanings of Sections 8-106(d)(2) or 9-104(a)(2) of the New York UCC, respectively) over any Securities Account or Deposit Account. It is the further understanding of the parties that the security interests granted pursuant to this Agreement may not be valid or fully perfected in certain assets with respect to which the Agent (in consultation with the Company) has determined that the burden of obtaining perfection of a security interest therein is excessive in relation to the benefits to be obtained by the Secured Parties.
Sample 1

Related to Perfection of Certain Collateral

  • Delivery of Certain Collateral Contemporaneously or prior to the execution of this Agreement, each Debtor shall deliver or cause to be delivered to the Agent (a) any and all certificates and other instruments representing or evidencing the Pledged Securities, and (b) any and all certificates and other instruments or documents representing any of the other Collateral, in each case, together with all Necessary Endorsements. The Debtors are, contemporaneously with the execution hereof, delivering to Agent, or have previously delivered to Agent, a true and correct copy of each Organizational Document governing any of the Pledged Securities.

  • Condition of Collateral Secured Party has no obligation to repair, clean-up or otherwise prepare the Collateral for sale.

  • Modification of Certain Documents No Group Member shall do any of the following:

  • Preservation of Certain Remedies Notwithstanding the preceding binding arbitration provisions, the parties hereto and the other Loan Documents preserve, without diminution, certain remedies that such Persons may employ or exercise freely, either alone, in conjunction with or during a Dispute. Each such Person shall have and hereby reserves the right to proceed in any court of proper jurisdiction or by self help to exercise or prosecute the following remedies, as applicable: (i) all rights to foreclose against any real or personal property or other security by exercising a power of sale granted in the Loan Documents or under Applicable Law or by judicial foreclosure and sale, including a proceeding to confirm the sale, (ii) all rights of self help including peaceful occupation of property and collection of rents, set off, and peaceful possession of property, (iii) obtaining provisional or ancillary remedies including injunctive relief, sequestration, garnishment, attachment, appointment of receiver and in filing an involuntary bankruptcy proceeding, and (iv) when applicable, a judgment by confession of judgment. Preservation of these remedies does not limit the power of an arbitrator to grant similar remedies that may be requested by a party in a Dispute.

  • Perfection of Liens To help the Bank perfect and protect its security interests and liens, and reimburse it for related costs it incurs to protect its security interests and liens.

  • Assumption of Certain Obligations Buyer shall assume only those liabilities related to the Business or Assets which are referred to in Section 2.2(a) or are otherwise expressly assumed in this Agreement (the "Assumed Liabilities").

  • Protection of Collateral All expenses of protecting, storing, warehousing, insuring, handling, maintaining and shipping any Collateral, all Taxes payable with respect to any Collateral (including any sale thereof), and all other payments required to be made by Agent to any Person to realize upon any Collateral, shall be borne and paid by Borrowers. Agent shall not be liable or responsible in any way for the safekeeping of any Collateral, for any loss or damage thereto (except for reasonable care in its custody while Collateral is in Agent’s actual possession), for any diminution in the value thereof, or for any act or default of any warehouseman, carrier, forwarding agency or other Person whatsoever, but the same shall be at Borrowers’ sole risk.

  • Disposition of Collateral Such Grantor will not sell, lease or otherwise dispose of the Collateral owned by it except for dispositions specifically permitted pursuant to Section 6.05 of the Credit Agreement.

  • Amendments of Certain Documents Amend or otherwise modify (a) any of its Organization Documents in a manner materially adverse to the Administrative Agent or the Lenders, or (b) any term or condition of any Unsecured Financing Documentation in any manner materially adverse to the interests of the Administrative Agent or the Lenders.

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