Perfection of Personal Property Security Interests and Pledges; Search Reports. On or prior to the Closing Date, the Collateral Agent shall have received: (i) a Perfection Certificate from each Loan Party; (ii) appropriate financing statements (Form UCC-1 or such other financing statements or similar notices as shall be required by local Law) authenticated and authorized for filing under the UCC or other applicable local law of each jurisdiction in which the filing of a financing statement or giving of notice may be required, or reasonably requested by the Collateral Agent, to perfect the security interests intended to be created by the Collateral Documents; (iii) certified copies of UCC, United States Patent and Trademark Office and United States Copyright Office, tax and judgment lien searches, searches or equivalent reports or searches, each of a recent date listing all effective financing statements, lien notices or comparable documents that name any Loan Party as debtor and that are filed in those state and county jurisdictions in which any Loan Party is organized or maintains its principal place of business and such other searches that are required by the Perfection Certificate or that the Collateral Agent deems necessary or appropriate, none of which encumber the Collateral covered or intended to be covered by the Collateral Documents (other than Permitted Liens or any other Liens acceptable to the Collateral Agent); (iv) all of the Pledged Collateral, which Pledged Collateral shall be in suitable form for transfer by delivery, or shall be accompanied by duly executed instruments of transfer or assignment in blank, with signatures appropriately guaranteed, accompanied in each case by any required transfer tax stamps, all in form and substance reasonably satisfactory to the Collateral Agent; and (v) all other filings and recordings of or with respect to the Collateral Documents and of all other actions in each case to the extent required by such Collateral Documents.
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Samples: Credit Agreement (Medassets Inc), Credit Agreement (Medassets Inc)
Perfection of Personal Property Security Interests and Pledges; Search Reports. On or prior to the Closing Date, the Collateral Agent shall have received:
(i) a Perfection Certificate from executed by each Loan Party;
(ii) appropriate financing statements (Form UCC-1 or such other financing statements or similar notices as shall be required by local Law) authenticated and authorized for filing under the UCC or other applicable local law of each jurisdiction in which the filing of a financing statement or giving of notice may be required, or reasonably requested by the Collateral Agent, to perfect the security interests intended to be created by the Collateral Documents;
(iii) certified copies of UCC, United States Patent and Trademark Office and United States Copyright Office, tax Tax and judgment lien searches, searches or equivalent reports or searchessearches within the United States, each of a recent date listing all effective financing statements, lien notices or comparable documents that name any Loan Party as debtor and that are filed in those state and county jurisdictions in which the Borrower or any Loan Party Domestic Guarantor is organized or maintains its principal place of business and such other searches within the United States that are required by the Perfection Certificate or that the Collateral Agent deems necessary or appropriate, none of which encumber the Collateral covered or intended to be covered by the Collateral Documents (other than Permitted Liens or any other Liens acceptable to the Collateral AgentLiens);
(iv) all of the Pledged Collateral, which Pledged Collateral shall be in suitable form for transfer by delivery, or shall be accompanied by duly executed instruments of transfer or assignment in blank, with signatures appropriately guaranteed, accompanied in each case by any required transfer tax stamps, all in form and substance reasonably satisfactory to the Collateral Agent; and
(v) all other filings and recordings of or with respect to the Collateral Documents and of all other actions in each case to the extent required by such Collateral Documents.
Appears in 1 contract
Perfection of Personal Property Security Interests and Pledges; Search Reports. On or prior to the Closing Date, the Collateral Agent shall have received:
(i) a Perfection Certificate from each Loan Party;
(ii) appropriate financing statements (Form UCC-1 or such other financing statements or similar notices as shall be required by local Law) authenticated and authorized for filing under the UCC or other applicable local law of each jurisdiction in which the filing of a financing statement or giving of notice may be required, or reasonably requested by the Collateral Agent, to perfect the security interests intended to be created by the Collateral Documents;
(iii) certified copies of UCC, United States Patent and Trademark Office and United States Copyright Office, tax and judgment lien searches, searches reports from CT Corporation or equivalent reports or searches, each of a recent date another independent search service reasonably satisfactory to the Collateral Agent listing all effective financing statements, lien notices of tax or comparable documents judgment liens or similar notices that name Holdings, AcquisitionCo, Sbarro and any other Loan Party Party, as such (under its present organizational name and any previous organizational name), as debtor and or seller that are filed in those state and county the jurisdictions referred to in clause (ii) above or in any other jurisdiction having files which must reasonably be searched in order to determine fully the existence of the UCC security interests, notices of the filing of federal tax Liens (filed pursuant to Section 6323 of the Code) or judgment Liens on any Loan Party is organized Collateral, together with copies of such financing statements, notices of tax or maintains its principal place judgment Liens or similar notices (none of business and such other searches that are required by which shall cover the Perfection Certificate Collateral except to the extent evidencing Permitted Liens or that for which the Collateral Agent deems necessary shall have received termination statements (Form UCC-3 or appropriate, none of which encumber the Collateral covered or intended to such other termination statements as shall be covered required by the Collateral Documents (other than Permitted Liens or any other Liens acceptable to the Collateral Agentlocal Law) authenticated and authorized for filing);
(iv) all searches of ownership of intellectual property in the Pledged Collateralappropriate governmental offices and such patent, which Pledged trademark and/or copyright filings as may be requested by the Collateral shall be in suitable form for transfer by delivery, Agent to the extent necessary or shall be accompanied by duly executed instruments of transfer or assignment in blank, with signatures appropriately guaranteed, accompanied in each case by any required transfer tax stamps, all in form and substance reasonably satisfactory advisable to perfect the Collateral Agent’s security interest in intellectual property Collateral; and
(v) all other filings and recordings evidence of or with respect to the Collateral Documents and authorization of the filing of all other actions in each case UCC-1 filings to perfect the extent required security interests intended to be created by such the Collateral Documents.
Appears in 1 contract
Perfection of Personal Property Security Interests and Pledges; Search Reports. On or prior to the Closing Date, the Collateral Administrative Agent shall have received:
(i) a Perfection Certificate from each Loan Party;
(ii) appropriate financing statements (Form UCC-1 or such other financing statements or similar notices as shall be required by local Law) authenticated and authorized for filing under the UCC Uniform Commercial Code or other applicable local law of each jurisdiction in which the filing of a financing statement or giving of notice may be required, or reasonably requested by the Collateral Administrative Agent or the Syndication Agent, to perfect the security interests intended to be created by the Collateral Documents;
(iii) certified copies of UCC, United States Patent and Trademark Office and United States Copyright Office, tax and judgment lien searches, searches reports from CT Corporation or equivalent reports or searches, each of a recent date another independent search service reasonably satisfactory to the Collateral Agent listing all effective financing statements, lien notices of tax, PBGC or comparable documents judgment liens or similar notices that name the Borrower, any other Loan Party Party, as such (under its present name and any previous name and, if requested by the Administrative Agent or the Syndication Agent, under any trade names), as debtor and or seller that are filed in those state and county the jurisdictions referred to in clause (ii) above or in any other jurisdiction having files which must be searched in order to determine fully the existence of the Uniform Commercial Code security interests, notices of the filing of federal tax Liens (filed pursuant to Section 6323 of the Code), Liens of the PBGC (filed pursuant to Section 4068 of ERISA) or judgment Liens on any Loan Party is organized Collateral, together with copies of such financing statements, notices of tax, PBGC or maintains its principal place of business and such other searches that are required by the Perfection Certificate judgment Liens or that the Collateral Agent deems necessary or appropriate, similar notices (none of which encumber shall cover the Collateral covered or intended except to be covered by the Collateral Documents (other than extent evidencing Permitted Liens or any for which the Administrative Agent shall have received termination statements (Form UCC-3 or such other Liens acceptable to the Collateral Agenttermination statements as shall be required by local Law) authenticated and authorized for filing);
(iv) searches of ownership of intellectual property in the appropriate governmental offices and such patent, trademark and/or copyright filings as may be requested by the Collateral Agent to the extent necessary or reasonably advisable to perfect the Collateral Agents’ security interests in intellectual property Collateral;
(v) all of the Pledged Collateral, which Pledged Collateral shall be in suitable form for transfer by delivery, or shall be accompanied by duly executed instruments of transfer or assignment in blank, with signatures appropriately guaranteed, accompanied in each case by any required transfer tax stamps, all in form and substance reasonably satisfactory to the Administrative Agent and the Collateral Agent; and
(vvi) evidence of the completion of all other filings and recordings of or with respect to the Collateral Documents and of all other actions as may be necessary or, in each case the opinion of the Administrative Agent or the Syndication Agent, desirable to perfect the extent required security interests intended to be created by such the Collateral Documents.
Appears in 1 contract
Perfection of Personal Property Security Interests and Pledges; Search Reports. On or prior to the Closing Date, the Collateral Agent shall have received:
(i) a Perfection Certificate from each Loan Party;
(ii) appropriate financing statements (Form UCC-1 or such other financing statements or similar notices as shall be required by local Lawlaw) authenticated and authorized in appropriate form for filing under the UCC Uniform Commercial Code or other applicable local law of each jurisdiction in which the filing of a financing statement or giving of notice may be required, or reasonably requested by the Collateral Agent, to perfect the security interests intended to be created by the Collateral Documents;
(iii) certified copies of UCC, United States Patent and Trademark Office and United States Copyright Office, tax and judgment lien searches, searches reports from CT Corporation or equivalent reports or searches, each of a recent date another independent search service reasonably satisfactory to the Collateral Agent listing all effective financing statements, lien notices or comparable documents statements that name Holdings, DR Acquisition, the Company, Xxxxx Xxxxx, DRI I, DR International, DR Realty or any other Loan Party (under its present name and any previous name and, if requested by the Collateral Agent, under any trade names), as debtor and or seller that are filed in those state and county the jurisdictions referred to in clause (ii) above, together with copies of such financing statements (none of which any Loan Party is organized shall cover the Collateral except to the extent evidencing Permitted Liens or maintains its principal place of business and such other searches that are required by the Perfection Certificate or that for which the Collateral Agent deems necessary shall have received termination statements (Form UCC-3 or appropriate, none of which encumber the Collateral covered or intended to such other termination statements as shall be covered required by the Collateral Documents (other than Permitted Liens or any other Liens acceptable to the Collateral Agentlocal law) fully executed for filing);
(iv) searches of ownership of intellectual property in the appropriate governmental offices and such patent, trademark and/or copyright filings as may be requested by the Collateral Agent to the extent necessary or advisable to perfect the Lenders’ security interest in intellectual property Collateral;
(v) all of the Pledged Collateral, which Pledged Collateral shall be in suitable form for transfer by delivery, or shall be accompanied by duly executed instruments of transfer or assignment in blank, with signatures appropriately guaranteed, accompanied in each case by any required transfer tax stamps, all in form and substance reasonably satisfactory to the Collateral Agent; and
(vvi) evidence of the completion of all other filings and recordings of or with respect to the Collateral Documents and of all other actions as may be necessary or, in each case the opinion of the Collateral Agent, desirable to perfect the extent required security interests intended to be created by such the Collateral Documents.
Appears in 1 contract
Samples: Senior Secured Term Credit Agreement (Duane Reade Inc)
Perfection of Personal Property Security Interests and Pledges; Search Reports. On or prior to the Closing Date, the Collateral Agent shall have receivedreceived or have completed or arrangements satisfactory to the Collateral Agent shall have been provided for:
(i) a Perfection Certificate from each Loan Credit Party;
(ii) appropriate financing statements (Form UCC-1 or such other financing statements or similar notices as shall be required by local Lawlaw) authenticated and authorized for filing under the UCC Uniform Commercial Code or other applicable local law of each jurisdiction in which the filing of a financing statement or giving of notice may be required, or reasonably requested by the Collateral Agent, to perfect the security interests intended to be created by the Collateral Documents;
(iii) certified copies of UCC, United States Patent and Trademark Office and United States Copyright Office, tax and judgment lien searches, searches reports from CT Corporation or equivalent reports or searches, each of a recent date another independent search service reasonably satisfactory to the Collateral Agent listing all effective financing statements, lien notices of tax, PBGC or comparable documents judgment liens or similar notices that name the Borrower or any Loan Party other Credit Party, as such (under its present name and any previous name and, if requested by the Collateral Agent, under any trade names), as debtor and or seller that are filed in those state and county the jurisdictions referred to in clause (ii) above or in any other jurisdiction having files which must be searched in order to determine fully the existence of Uniform Commercial Code security interests, notices of the filing of federal tax Liens (filed pursuant to Section 6323 of the Code), Liens of the PBGC (filed pursuant to Section 4068 of ERISA) or judgment Liens on any Loan Party is organized Collateral, together with copies of such financing statements, notices of tax, PBGC or maintains its principal place judgment Liens or similar notices (none of business and such other searches that are required by which shall cover the Perfection Certificate Collateral except to the extent evidencing Permitted Liens or that for which the Collateral Agent deems necessary shall have received termination statements (Form UCC-3 or appropriate, none of which encumber the Collateral covered or intended to such other termination statements as shall be covered required by the Collateral Documents (other than Permitted Liens or any other Liens acceptable to the Collateral Agentlocal law) authenticated and authorized for filing);
(iv) searches of ownership of intellectual property in the appropriate governmental offices and such patent, trademark and/or copyright filings as may be requested by the Collateral Agent to the extent necessary or reasonably advisable to perfect the Collateral Agent's security interest in intellectual property Collateral;
(v) all of the Pledged Collateral, which Pledged Collateral shall be in suitable form for transfer by delivery, or shall be accompanied by duly executed instruments of transfer or assignment in blank, with signatures appropriately guaranteed, accompanied in each case by any required transfer tax stamps, all in form and substance reasonably satisfactory to the Collateral Agent; and
(vvi) evidence of the completion of all other filings and recordings of or with respect to the Collateral Documents and of all other actions as may be necessary or, in each case the opinion of the Collateral Agent, desirable to perfect the extent required security interests intended to be created by such the Collateral Documents.
Appears in 1 contract
Perfection of Personal Property Security Interests and Pledges; Search Reports. On or prior to the Closing Date, the The Collateral Agent shall have received:received (or shall receive simultaneously with the consummation of the Acquisition):
(i) a Perfection Certificate from each Loan Party;
(ii) appropriate financing statements (Form UCC-1 or such other financing statements or similar notices as shall be required by local Law) authenticated and authorized for filing under the UCC or other applicable local law of each jurisdiction in which the filing of a financing statement or giving of notice may be required, or reasonably requested by the Collateral Agent, to perfect the security interests intended to be created by the Collateral Documents;
(iii) certified copies of UCC, United States Patent and Trademark Office and United States Copyright Office, tax and judgment lien searches, searches or equivalent reports or searches, each of a recent date listing all effective financing statements, lien notices or comparable documents that name any Loan Party as debtor and that are filed in those state and county jurisdictions in which any Loan Party is organized or maintains its principal place of business and such other searches that are required by the Perfection Certificate or that the Collateral Agent deems necessary or appropriate, none of which encumber the Collateral covered or intended to be covered by the Collateral Documents (other than Permitted Liens or any other Liens acceptable to the Collateral Agent);
(iv) all of the Pledged Collateral, which Pledged Collateral shall be in suitable form for transfer by delivery, or shall be accompanied by duly executed instruments of transfer or assignment in blank, with signatures appropriately guaranteed, accompanied in each case by any required transfer tax stamps, all in form and substance reasonably satisfactory to the Collateral Agent; and
(v) all other filings the Intercompany Note executed by and recordings of or with respect among the Borrower and its Subsidiaries before giving effect to the Collateral Documents Acquisition, and of all other actions in each case a counterpart signature page to the extent required Intercompany Note, executed by such Collateral Documentsthe Target and its Subsidiaries, accompanied by endorsements to the Intercompany Note in the form attached thereto, undated and endorsed in blank by each of the Loan Parties, both before and after giving effect to the Acquisition.
Appears in 1 contract
Perfection of Personal Property Security Interests and Pledges; Search Reports. On or prior to the Closing Date, the The Collateral Agent shall have received:
(i) a Perfection Certificate from each Loan Party;
(ii) appropriate financing statements (Form UCC-1 or such other financing statements or similar notices as shall be required by local Law) authenticated and authorized for filing under the UCC or other applicable local law of each jurisdiction in which the filing of a financing statement or giving of notice may be required, or reasonably requested by the Collateral Agent, to perfect the security interests intended to be created by the Collateral Documents;
(iii) certified copies of UCC, United States Patent and Trademark Office and United States Copyright Office, tax and judgment lien searches, searches or equivalent reports or searches, each of a recent date listing all effective financing statements, lien notices or comparable documents that name any Loan Party as debtor and that are filed in those state and county jurisdictions in which any Loan Party is organized or maintains its principal place of business and such other searches that are required by the Perfection Certificate or that the Collateral Agent deems necessary or appropriate, none of which encumber the Collateral covered or intended to be covered by the Collateral Documents (other than Permitted Liens or any other Liens acceptable to the Collateral Agent);
(iv) all of the Pledged Collateral, which Pledged Collateral shall be in suitable form for transfer by delivery, or shall be accompanied by duly executed instruments of transfer or assignment in blank, with signatures appropriately guaranteed, accompanied in each case by any required transfer tax stamps, all in form and substance reasonably satisfactory to the Collateral Agent; and
(v) all other filings the Intercompany Note executed by and recordings of or with respect among the Borrower and its Subsidiaries (but excluding the Acquired Companies), accompanied by endorsements to the Collateral Documents Intercompany Note in the form attached thereto, undated and endorsed in blank by each of all other actions in each case the Loan Parties, after giving effect to the Transactions; provided that, to the extent any security interest in any Collateral to be provided by any Loan Party is not or cannot be provided and/or perfected on the Closing Date (other than the pledge and perfection of the security interest in the Equity Interests of each Loan Party’s direct U.S. Wholly Owned Subsidiaries that are required to be pledged pursuant to this Agreement and the other Loan Documents and other assets of the Borrower and the Subsidiary Guarantors pursuant to which a lien may be perfected by the filing of a Form UCC-1 or such other financing statement) after the Loan Parties’ use of commercially reasonable efforts to do so or without undue burden or expense to such Loan Party, then the provision and/or perfection of a security interest in such Collateral Documentsshall not constitute a condition precedent to the availability of the Initial Term Loans on the Closing Date hereunder, but instead shall be required to be delivered within ninety (90) days after the Closing Date (or such later date after the Closing Date as the Administrative Agent shall agree)) (the “Funds Certain Provisions”).
Appears in 1 contract
Perfection of Personal Property Security Interests and Pledges; Search Reports. On or prior to the Closing Date, the The Collateral Agent shall have received:
(i) a Perfection Certificate from each Loan Party;
(ii) appropriate financing statements (Form UCC-1 or such other financing statements or similar notices as shall be required by local Law) authenticated and authorized for filing under the UCC or other applicable local law of each jurisdiction in which the filing of a financing statement or giving of notice may be required, or reasonably requested by the Collateral Agent, to perfect the security interests intended to be created by the Collateral Documents;
(iii) certified copies of UCC, United States Patent and Trademark Office and United States Copyright Office, tax and judgment lien searches, searches or equivalent reports or searches, each of a recent date listing all effective financing statements, lien notices or comparable documents that name any Loan Party as debtor and that are filed in those state and county jurisdictions in which any Loan Party is organized or maintains its principal place of business and such other searches that are required by the Perfection Certificate or that the Collateral Agent reasonably deems necessary or appropriate, none of which encumber the Collateral covered or intended to be covered by the Collateral Documents (other than Permitted Liens or any other Liens acceptable to the Collateral Agent);; and
(iv) subject to the proviso below, all of the Pledged Collateral, which Pledged Collateral shall be in suitable form for transfer by delivery, or shall be accompanied by duly executed instruments of transfer or assignment in blank, with signatures appropriately guaranteed, accompanied in each case by any required transfer tax stamps, all in form and substance reasonably satisfactory to the Collateral Agent; and
(v) all other filings and recordings of or with respect to the Collateral Documents and of all other actions in each case provided that, to the extent any security interest in any Collateral to be provided by any Loan Party is not or cannot be provided and/or perfected on the Closing Date (other than the pledge and perfection of the security interest in the Equity Interests of each Loan Party’s direct, material U.S. Wholly Owned Subsidiaries (other than the Equity Interests of the Target and its subsidiaries) that are required to be pledged pursuant to this Agreement and the other Loan Documents (and other assets of the Borrower and the Subsidiary Guarantors pursuant to which a lien may be perfected by the filing of a Form UCC-1 or such other financing statement) after the Loan Parties’ use of commercially reasonable efforts to do so or without undue burden or expense to such Loan Party, then the provision and/or perfection of a security interest in such Collateral Documentsshall not constitute a condition precedent to the availability of the Initial Term Loans on the Closing Date hereunder, but instead shall be required to be delivered within ninety (90) days after the Closing Date (or such later date after the Closing Date as the Administrative Agent shall agree); provided that the pledge and perfection of security interests in the Equity Interests in Target and its Subsidiaries shall be delivered within ten (10) Business Days after the Closing Date).
Appears in 1 contract
Samples: Credit Agreement (Teladoc, Inc.)
Perfection of Personal Property Security Interests and Pledges; Search Reports. On or prior to the Closing Date, the Collateral Administrative Agent shall have received:
(i) a Perfection Certificate from each Loan Party;
(ii) appropriate financing statements (Form UCC-1 or such other financing statements or similar notices as shall be required by local Law) authenticated and authorized for filing under the UCC Uniform Commercial Code or other applicable local law of each jurisdiction in which the filing of a financing statement or giving of notice may be required, or reasonably requested by the Collateral Administrative Agent or the Syndication Agent, to perfect the security interests intended to be created by the Collateral Documents;
(iii) certified copies of UCC, United States Patent and Trademark Office and United States Copyright Office, tax and judgment lien searches, searches reports from CT Corporation or equivalent reports or searches, each of a recent date another independent search service reasonably satisfactory to the Collateral Agent listing all effective financing statements, lien notices of tax, PBGC or comparable documents judgment liens or similar notices that name the Borrower, any other Loan Party Party, as such (under its present name and any previous name and, if requested by the Administrative Agent or the Syndication Agent, under any trade names), as debtor and or seller that are filed in those state and county the jurisdictions referred to in clause (ii) above or in any other jurisdiction having files which must be searched in order to determine fully the existence of the Uniform Commercial Code security interests, notices of the filing of federal tax Liens (filed pursuant to Section 6323 of the Code), Liens of the PBGC (filed pursuant to Section 4068 of ERISA) or judgment Liens on any Loan Party is organized Collateral, together with copies of such financing statements, notices of tax, PBGC or maintains its principal place of business and such other searches that are required by the Perfection Certificate judgment Liens or that the Collateral Agent deems necessary or appropriate, similar notices (none of which encumber shall cover the Collateral covered or intended except to be covered by the Collateral Documents (other than extent evidencing Permitted Liens or any for which the Administrative Agent shall have received termination statements (Form UCC-3 or such other Liens acceptable to the Collateral Agenttermination statements as shall be required by local Law) authenticated and authorized for filing);
(iv) searches of ownership of intellectual property in the appropriate governmental offices and such patent, trademark and/or copyright filings as may be requested by the Collateral Agent to the extent necessary or reasonably advisable to perfect the Collateral Agent’s security interests in intellectual property Collateral;
(v) all of the Pledged Collateral, which Pledged Collateral shall be in suitable form for transfer by delivery, or shall be accompanied by duly executed instruments of transfer or assignment in blank, with signatures appropriately guaranteed, accompanied in each case by any required transfer tax stamps, all in form and substance reasonably satisfactory to the Administrative Agent and the Collateral Agent; and
(vvi) evidence of the completion of all other filings and recordings of or with respect to the Collateral Documents and of all other actions as may be necessary or, in each case the opinion of the Administrative Agent or the Syndication Agent, desirable to perfect the extent required security interests intended to be created by such the Collateral Documents.
Appears in 1 contract
Perfection of Personal Property Security Interests and Pledges; Search Reports. On or prior to the Closing Date, the The Collateral Agent shall have received:received (or, with to respect of entities being acquired in the Acquisition, shall receive simultaneously with the consummation of the Acquisition and the funding of the Initial Term Loans):
(i) a Perfection Certificate from each Loan Party;
(ii) appropriate financing statements (Form UCC-1 or such other financing statements or similar notices as shall be required by local Law) authenticated and authorized for filing under the UCC or other applicable local law of each jurisdiction in which the filing of a financing statement or giving of notice may be required, or reasonably requested by the Collateral Agent, to perfect the security interests intended to be created by the Collateral Documents;
(iii) certified copies of UCC, United States Patent and Trademark Office and United States Copyright Office, tax and judgment lien searches, searches or equivalent reports or searches, each of a recent date listing all effective financing statements, lien notices or comparable documents that name any Loan Party as debtor and that are filed in those state and county jurisdictions in which any Loan Party is organized or maintains its principal place of business and such other searches that are required by the Perfection Certificate or that the Collateral Agent deems necessary or appropriate, none of which encumber the Collateral covered or intended to be covered by the Collateral Documents (other than Permitted Liens or any other Liens acceptable to the Collateral Agent);
(iv) all of the Pledged Collateral, which Pledged Collateral shall be in suitable form for transfer by delivery, or shall be accompanied by duly executed instruments of transfer or assignment in blank, with signatures appropriately guaranteed, accompanied in each case by any required transfer tax stamps, all in form and substance reasonably satisfactory to the Collateral Agent;
(v) the Intercompany Note executed by and among the Borrower and its Subsidiaries before giving effect to the Acquisition, and a counterpart signature page to the Intercompany Note, executed by the Target and its Subsidiaries, accompanied by endorsements to the Intercompany Note in the form attached thereto, undated and endorsed in blank by each of the Loan Parties, both before and after giving effect to the Acquisition;
(vi) (A) counterparts of a Mortgage with respect to each Mortgaged Property duly executed and delivered by the record owner of such Mortgaged Property, (B) a policy or policies of title insurance issued by First American Title Insurance Company or another nationally recognized title insurance company retained by the Borrower and reasonably acceptable to the Administrative Agent insuring the Lien of each such Mortgage as a valid first priority Lien on the Mortgaged Property described therein, free of any other Liens except as expressly permitted by Section 7.02 in amounts reasonably acceptable to the Collateral Agent (not to exceed 110% of the fair market value of such Mortgaged Property in jurisdictions that impose mortgage recording taxes), together with such customary endorsements, customary coinsurance and reinsurance, customary Surveys and appraisals, customary legal opinions and other customary documents as the Collateral Agent may reasonably request with respect to any such Mortgage or Mortgaged Property; and
(vvii) all other filings and recordings of or subject to the proviso below, (A) a completed “Life-of-Loan” Federal Emergency Management Agency Standard Flood Hazard Determination with respect to each Mortgaged Property (together with a notice about special flood hazard area status and flood disaster assistance duly executed by the Collateral Documents applicable Loan Party relating thereto) and of all other actions in each case (B) a copy of, or a certificate as to coverage under, and a declaration page relating to, the insurance policies required by Section 6.07(b) including, without limitation, flood insurance policies (to the extent required in order to comply with applicable law) and the applicable provisions of the Security Documents, each of which (1) shall be endorsed or otherwise amended to include a “standard” or “New York” lender’s loss payable or mortgagee endorsement (as applicable), (2) shall name the Collateral Agent, on behalf of the Finance Parties, as additional insured, and (3) shall provide that the insurer will use commercially reasonable efforts to give the Collateral Agent 30 days’ prior written notice before any such policy or policies shall be canceled (or 10 days’ prior written notice for cancellation due to non-payment); provided that, notwithstanding each of the requirements set forth in clauses (iv), (vi) and (vii)(B) of this Section 4.01(h), including the delivery of documents and instruments necessary to satisfy such requirements, to the extent any security interest in any Collateral is not or cannot be provided on the Closing Date (except for the execution and delivery of the Security Agreement and to the extent that a Lien on the Collateral may be perfected (x) by the filing of a financing statement under the Uniform Commercial Code or (y) by the delivery of stock certificates of the Borrower and its subsidiaries (which stock certificates shall be delivered on the Closing Date, provided that if after using commercially reasonable efforts such stock certificates cannot be delivered on the Closing Date, then such stock certificates must be delivered within five (5) Business Days after the Closing Date, as such period may be extended by the Administrative Agent in its sole discretion) after the Borrower’s use of commercially reasonable efforts to satisfy such requirement on or prior to the Closing Date neither the perfection of such Collateral Documentsnor, in the case of real estate Collateral, the delivery of any related title policies, surveys, title insurance documents, endorsements or similar documentation shall constitute a condition precedent to the availability of the Facilities and the making of the Initial Term Loans on the Closing Date, but shall be required to be perfected within 90 days after the Closing Date (subject to extensions by the Administrative Agent, in its sole discretion).
Appears in 1 contract
Perfection of Personal Property Security Interests and Pledges; Search Reports. On or prior to the Closing Date, the Collateral Agent shall have received:
(i) a Perfection Certificate from each Loan Party;
(ii) appropriate financing statements reasonably satisfactory to the Lenders (Form UCC-1 or such other financing statements or similar notices as shall be required by local Law) authenticated and authorized for filing under the UCC Uniform Commercial Code or other applicable local law of each jurisdiction in which the filing of a financing statement or giving of notice may be required, or reasonably requested by the Collateral Agent, is required to perfect the security interests intended to be created by the Collateral Documents;
(iiiii) certified copies of UCC, United States Patent and Trademark Office and United States Copyright Office, tax and judgment lien searches, searches reports from CT Corporation or equivalent reports or searches, each of a recent date another independent search service reasonably satisfactory to the Lenders listing all effective financing statements, lien notices of tax, PBGC or comparable documents judgment liens or similar notices that name the Borrower, any other Loan Party or the Seller, as such (under its present name and any previous name and, if requested by the Lenders, under any trade names, in each case used in the past 5 years), as debtor and or seller that are filed in those state and county the jurisdictions referred to in which any Loan Party is organized or maintains its principal place clause (i) above;
(iii) searches of business ownership of intellectual property in the appropriate governmental offices and such other searches that are required patent, trademark and/or copyright filings as may be requested by the Perfection Certificate or that Lenders to the Collateral Agent deems extent necessary or appropriate, none of which encumber the Collateral covered or intended to be covered by the Collateral Documents (other than Permitted Liens or any other Liens acceptable to perfect the Collateral Agent);’s security interest in intellectual property Collateral; and
(iv) all of the Pledged Collateral, which Pledged Collateral shall be in suitable form for transfer by delivery, or shall be accompanied by duly executed instruments of transfer or assignment in blank, with signatures appropriately guaranteed, accompanied in each case by any required transfer tax stamps, all in form and substance reasonably satisfactory to the Collateral Agent; and
(v) all other filings and recordings of or with respect to the Collateral Documents and of all other actions in each case to the extent required by such Collateral DocumentsLenders.
Appears in 1 contract
Samples: Credit Agreement (Orbimage Inc)
Perfection of Personal Property Security Interests and Pledges; Search Reports. On or prior to the Closing Date, the Collateral Agent shall have received:
(i) a Perfection Certificate from each Loan Party;
(ii) appropriate financing statements (Form UCC-1 or such other financing statements or similar notices as shall be required by local Law) authenticated and authorized for filing under the UCC or other applicable local law of each jurisdiction in which the filing of a financing statement or giving of notice may be required, or reasonably requested by the Collateral Agent, to perfect the security interests intended to be created by the Collateral Documents;
(iii) certified copies of UCC, United States Patent and Trademark Office and United States Copyright Office, tax and judgment lien searches, searches reports from CT Corporation or equivalent reports or searches, each of a recent date another independent search service reasonably satisfactory to the Collateral Agent listing all effective financing statements, lien notices of tax or comparable documents judgment liens or similar notices that name Holdings, the Borrower and any other Loan Party Party, as such (under its present organizational name and any previous organizational name), as debtor and or seller that are filed in those state and county the jurisdictions referred to in clause (ii) above or in any other jurisdiction having files which must reasonably be searched in order to determine fully the existence of the UCC security interests, notices of the filing of federal tax Liens (filed pursuant to Section 6323 of the Code) or judgment Liens on any Loan Party is organized Collateral, together with copies of such financing statements, notices of tax or maintains its principal place judgment Liens or similar notices (none of business and such other searches that are required by which shall cover the Perfection Certificate Collateral except to the extent evidencing Permitted Liens or that for which the Collateral Agent deems necessary shall have received termination statements (Form UCC-3 or appropriate, none of which encumber the Collateral covered or intended to such other termination statements as shall be covered required by the Collateral Documents (other than Permitted Liens or any other Liens acceptable to the Collateral Agentlocal Law) authenticated and authorized for filing);
(iv) all searches of ownership of intellectual property in the Pledged Collateralappropriate governmental offices and such patent, which Pledged trademark and/or copyright filings as may be requested by the Collateral shall be in suitable form for transfer by delivery, Agent to the extent necessary or shall be accompanied by duly executed instruments of transfer or assignment in blank, with signatures appropriately guaranteed, accompanied in each case by any required transfer tax stamps, all in form and substance reasonably satisfactory advisable to perfect the Collateral Agent’s security interest in intellectual property Collateral; and
(v) all other filings and recordings evidence of or with respect to the Collateral Documents and authorization of the filing of all other actions in each case UCC-1 filings to perfect the extent required security interests intended to be created by such the Collateral Documents.
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Perfection of Personal Property Security Interests and Pledges; Search Reports. On or prior to the Closing Date, the Collateral Agent shall have receivedreceived or have completed or arrangements satisfactory to the Collateral Agent shall have been provided for:
(i) a Perfection Certificate from each Loan Credit Party;
(ii) appropriate financing statements (Form UCC-1 or such other financing statements or similar notices as shall be required by local Lawlaw) authenticated and authorized for filing under the UCC Uniform Commercial Code or other applicable local law of each jurisdiction in which the filing of a financing statement or giving of notice may be required, or reasonably requested by the Collateral Agent, to perfect the security interests intended to be created by the Collateral Documents;
(iii) certified copies of UCC, United States Patent and Trademark Office and United States Copyright Office, tax and judgment lien searches, searches reports from CT Corporation or equivalent reports or searches, each of a recent date another independent search service reasonably satisfactory to the Collateral Agent listing all effective financing statements, lien notices of tax, PBGC or comparable documents judgment liens or similar notices that name the Borrower or any Loan Party other Credit Party, as such (under its present name and any previous name and, if requested by the Collateral Agent, under any trade names), as debtor and or seller that are filed in those state and county the jurisdictions referred to in clause (ii) above or in any other jurisdiction having files which must be searched in order to determine fully the existence of Uniform Commercial Code security interests, notices of the filing of federal tax Liens (filed pursuant to Section 6323 of the Code), Liens of the PBGC (filed pursuant to Section 4068 of ERISA) or judgment Liens on any Loan Party is organized Collateral, together with copies of such financing statements, notices of tax, PBGC or maintains its principal place judgment Liens or similar notices (none of business and such other searches that are required by which shall cover the Perfection Certificate Collateral except to the extent evidencing Permitted Liens or that for which the Collateral Agent deems necessary shall have received termination statements (Form UCC-3 or appropriate, none of which encumber the Collateral covered or intended to such other termination statements as shall be covered required by the Collateral Documents (other than Permitted Liens or any other Liens acceptable to the Collateral Agentlocal law) authenticated and authorized for filing);
(iv) searches of ownership of intellectual property in the appropriate governmental offices and such patent, trademark and/or copyright filings as may be requested by the Collateral Agent to the extent necessary or reasonably advisable to perfect the Collateral Agent’s security interest in intellectual property Collateral.
(v) all of the Pledged Collateral, which Pledged Collateral shall be in suitable form for transfer by delivery, or shall be accompanied by duly executed instruments of transfer or assignment in blank, with signatures appropriately guaranteed, accompanied in each case by any required transfer tax stamps, all in form and substance reasonably satisfactory to the Collateral Agent; and
(vvi) evidence of the completion of all other filings and recordings of or with respect to the Collateral Documents and of all other actions as may be necessary or, in each case the opinion of the Collateral Agent, desirable to perfect the extent required security interests intended to be created by such the Collateral Documents.
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Perfection of Personal Property Security Interests and Pledges; Search Reports. On or prior to the Closing Date, the Collateral Agent shall have received:
(i) a Perfection Certificate from each Loan Partyexecuted by the Borrower;
(ii) appropriate financing statements (Form UCC-1 or such other financing statements or similar notices as shall be required by local Law) authenticated and authorized for filing under the UCC Uniform Commercial Code or other applicable local law of each jurisdiction in which the filing of a financing statement or giving of notice may be required, or reasonably requested by the Collateral Agent, to perfect the security interests intended to be created by the Collateral Documents;
(iii) certified copies of UCC, United States Patent and Trademark Office and United States Copyright Office, tax and judgment lien searches, searches reports from CT Corporation or equivalent reports or searches, each of a recent date another independent search service reasonably satisfactory to the Collateral Agent listing all effective financing statements, lien notices of tax, PBGC or comparable documents judgment liens or similar notices that name the Borrower, any other Loan Party Party, as such (under its present name and any previous name and, if requested by the Collateral Agent, under any trade names), as debtor and that are filed in those state and county the jurisdictions referred to in clause (ii) above or in any other jurisdiction having files which must be searched in order to determine fully the existence of the Uniform Commercial Code security interests, notices of the filing of federal tax Liens (filed pursuant to Section 6323 of the Code), Liens of the PBGC (filed pursuant to Section 4068 of ERISA) or judgment Liens on any Loan Party is organized Collateral, together with copies of such financing statements, notices of tax, PBGC or maintains its principal place judgment Liens or similar notices (none of business and such other searches that are required by which shall cover the Perfection Certificate Collateral except to the extent evidencing Permitted Liens or that for which the Collateral Agent deems necessary shall have received termination statements (Form UCC-3 or appropriate, none of which encumber the Collateral covered or intended to such other termination statements as shall be covered required by the Collateral Documents (other than Permitted Liens or any other Liens acceptable to the Collateral Agentlocal Law) authenticated and authorized for filing);
(iv) all of the Pledged Collateral, which Pledged Collateral shall be in suitable form for transfer by delivery, or shall be accompanied by duly executed instruments of transfer or assignment in blank, with signatures appropriately guaranteed, accompanied in each case by any required transfer tax stamps, all in form and substance reasonably satisfactory to the Collateral Agent; and
(v) evidence of the completion of all other filings and recordings of or with respect to the Collateral Documents and of all other actions as may be necessary or, in each case the opinion of the Collateral Agent, desirable to perfect the extent required security interests intended to be created by such the Collateral Documents.
Appears in 1 contract
Samples: Credit Agreement (Fairchild Corp)
Perfection of Personal Property Security Interests and Pledges; Search Reports. On or prior to the Closing Date, the Collateral Agent shall have received:
(i) a Perfection Certificate from executed by each Loan Party;
(ii) appropriate financing statements (Form UCC-1 or such other financing statements or similar notices as shall be required by local Law) authenticated and authorized for filing under the UCC or other applicable local law of each jurisdiction in which the filing of a financing statement or giving of notice may be required, or reasonably requested by the Collateral Agent, to perfect the security interests intended to be created by the Collateral Documents;
(iii) certified copies of UCC, United States Patent and Trademark Office and United States Copyright Office, tax Tax and judgment lien searches, searches or equivalent reports or searchessearches within the United States, each of a recent date listing all effective financing statements, lien notices or comparable documents that name any Loan Party as debtor and that are filed in those state and county jurisdictions in which the Borrower or any Loan Party Domestic Guarantor is organized or maintains its principal place of business and such other searches within the United States that are required by the Perfection Certificate or that the Collateral Agent deems necessary or appropriate, none of which encumber the Collateral covered or intended to be covered by the Collateral Documents (other than Permitted Liens or any other Liens acceptable Liens); and 1 Subject to the Collateral Agent);satisfactory review.
(iv) all of the Pledged CollateralSecurities, which Pledged Collateral Securities shall be in suitable form for transfer by delivery, or shall be accompanied by duly executed instruments of transfer or assignment in blank, with signatures appropriately guaranteed, accompanied in each case by any required transfer tax stamps, all in form and substance reasonably satisfactory to the Collateral Agent; and;
(v) all other filings and recordings of or with respect to the Collateral Documents and of all other actions in each case to the extent required by such Collateral Documents.
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Perfection of Personal Property Security Interests and Pledges; Search Reports. On Subject to the last sentence of this subsection (i), on or prior to the Closing Date, the Collateral Agent shall have receivedreceived or have completed or arrangements reasonably satisfactory to the Collateral Agent shall have been provided for:
(i) a Perfection Certificate from each Loan Credit Party;
(ii) appropriate financing statements (Form UCC-1 or such other financing statements or similar notices as shall be required by local Lawlaw) authenticated and authorized for filing under the UCC Uniform Commercial Code or other applicable local law of each jurisdiction in which the filing of a financing statement or giving of notice may be required, or reasonably requested by the Collateral Agent, to perfect the security interests intended to be created by the Collateral Documents;
(iii) certified copies of UCC, United States Patent and Trademark Office and United States Copyright Office, tax and judgment lien searches, searches or equivalent reports or searches, each of a recent date from an independent search service reasonably satisfactory to the Collateral Agent listing all effective financing statements, lien notices of tax, PBGC or comparable documents judgment liens or similar notices that name the Borrower or any Loan Party other Credit Party, as such (under its present name and any previous name and, if requested by the Collateral Agent, under any trade names), as debtor and or seller that are filed in those state and county the jurisdictions referred to in clause (ii) above or in any other jurisdiction having files which must be searched in order to determine fully the existence of Uniform Commercial Code security interests, notices of the filing of federal tax Liens (filed pursuant to Section 6323 of the Code), Liens of the PBGC (filed pursuant to Section 4068 of ERISA) or judgment Liens on any Loan Party is organized Collateral, together with copies of such financing statements, notices of tax, PBGC or maintains its principal place judgment Liens or similar notices (none of business and such other searches that are required by which shall cover the Perfection Certificate Collateral except to the extent evidencing Permitted Liens or that for which the Collateral Agent deems necessary shall have received termination statements (Form UCC-3 or appropriate, none of which encumber the Collateral covered or intended to such other termination statements as shall be covered required by the Collateral Documents (other than Permitted Liens or any other Liens acceptable to the Collateral Agentlocal law) authenticated and authorized for filing);
(iv) searches of ownership of Intellectual Property in the U.S. Patent and Trademark Office and the U.S. Copyright Office and such Patent, Trademark and/or Copyright filings as may be requested by the Collateral Agent to the extent necessary or reasonably advisable to perfect the Collateral Agent’s security interest in Intellectual Property Collateral;
(v) all of the Pledged Collateral, which Pledged Collateral shall be in suitable form for transfer by delivery, or shall be accompanied by duly executed instruments of transfer or assignment in blank, with signatures appropriately guaranteed, accompanied in each case by any required transfer tax stamps, all in form and substance reasonably satisfactory to the Collateral Agent; and
(vvi) evidence of the completion of all other filings and recordings of or with respect to the Collateral Documents and of all other actions as may be necessary or, in each case the reasonable opinion of the Collateral Agent, desirable to perfect the security interests intended to be created by the Collateral Documents. Notwithstanding anything in any Finance Document to the contrary, (A) other than with respect to any Closing Date UCC Filing Collateral and Closing Date Stock Certificates, to the extent required any security interest in any Collateral is not perfected on the Closing Date after the Borrower’s use of commercially reasonable efforts to do so, the perfection of such security interest shall not constitute a condition precedent to the availability of the Loans on the Closing Date, provided that the Borrower hereby agrees to cause such perfection to occur no later than 60 days after the Closing Date, (B) with respect to perfection of security interests in the Closing Date UCC Filing Collateral, the Borrower’s sole obligation shall be to deliver, or cause to be delivered, necessary UCC financing statements to the Administrative Agent or Collateral Agent and to irrevocably authorize or cause the applicable Guarantor to irrevocably authorize the Administrative Agent or Collateral Agent to file necessary UCC financing statements and (C) with respect to perfection of security interests in Closing Date Stock Certificates, the Borrower’s sole obligation shall be to deliver to the Administrative Agent the Closing Date Stock Certificates, in each case, in suitable form for transfer by such delivery, or accompanied by duly executed instruments of transfer or assignment in blank, all in form and substance reasonably satisfactory to the Collateral DocumentsAgent.
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Perfection of Personal Property Security Interests and Pledges; Search Reports. On or prior to the Closing Date, the Collateral Agent shall have received:
(i) a the Perfection Certificate from each Loan Party;
(ii) appropriate financing statements (Form UCC-1 or such other financing statements or similar notices as shall be required by local Law) authenticated and authorized for filing under the UCC Uniform Commercial Code or other applicable local law of each jurisdiction in which the filing of a financing statement or giving of notice may be required, or reasonably requested by the Collateral Agent, to perfect the security interests intended to be created by the Collateral Documents;
(iii) certified copies of UCC, United States Patent and Trademark Office and United States Copyright Office, tax and judgment lien searches, searches reports from CT Corporation or equivalent reports or searches, each of a recent date another independent search service reasonably satisfactory to the Collateral Agent listing all effective financing statements, lien notices of tax, PBGC or comparable documents judgment liens or similar notices that name the Company or any other Loan Party as debtor and or seller that are filed in those state and county the jurisdictions referred to in CLAUSE (II) above or in any other jurisdiction having files which must be searched in order to determine fully the existence of the Uniform Commercial Code security interests, notices of the filing of federal tax Liens (filed pursuant to Section 6323 of the Code), Liens of the PBGC (filed pursuant to Section 4068 of ERISA) or judgment Liens on any Loan Party is organized Collateral, together with copies of such financing statements, notices of tax, PBGC or maintains its principal place judgment Liens or similar notices (none of business and such other searches that are required by which shall cover the Perfection Certificate Collateral except to the extent evidencing Permitted Liens or that for which the Collateral Agent deems necessary shall have received termination statements (Form UCC-3 or appropriate, none of which encumber the Collateral covered or intended to such other termination statements as shall be covered required by the Collateral Documents (other than Permitted Liens or any other Liens acceptable to the Collateral Agentlocal Law) authenticated and authorized for filing);
(iv) searches of ownership of intellectual property in the appropriate governmental offices and such patent, trademark and/or copyright filings as may be requested by the Collateral Agent to the extent necessary or reasonably advisable to perfect the Collateral Agent's security interest in intellectual property Collateral;
(v) all of the Pledged Collateral, which Pledged Collateral shall be in suitable form for transfer by delivery, or shall be accompanied by duly executed instruments of transfer or assignment in blank, with signatures appropriately guaranteed, accompanied in each case by any required transfer tax stamps, all in form and substance reasonably satisfactory to the Collateral Agent; and
(vvi) evidence of the completion of all other filings and recordings of or with respect to the Collateral Documents and of all other actions as may be necessary or, in each case the opinion of the Collateral Agent, desirable to perfect the extent required security interests intended to be created by such the Collateral Documents.
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Perfection of Personal Property Security Interests and Pledges; Search Reports. On or prior to the Closing Amendment No. 2 Effective Date, the New Collateral Agent shall have received:
(i) a completed Perfection Certificate from each Loan Partydated the Amendment No. 2 Effective Date and signed by a Responsible Officer of the Borrower, together with all attachments contemplated thereby;
(ii) appropriate financing statements (Form UCC-1 or such other financing statements or similar notices as shall be required by local Law) authenticated and authorized for filing under the UCC or other applicable local law of each jurisdiction in which the filing of a financing statement or giving of notice may be required, or reasonably requested by the Collateral Agent, to perfect the security interests intended to be created by the Collateral Documents;
(iii) certified copies of UCC, United States Patent and Trademark Office and United States Copyright Office, tax Tax and judgment lien searchessearches in such jurisdictions as the New Administrative Agent shall have reasonably requested;
(iii) UCC-3 financing statements naming the New Collateral Agent as assignee/secured party, searches or equivalent reports or searches, in respect of each of a recent date listing all effective UCC-1 financing statements, lien notices or comparable documents that name any Loan Party statement naming the Former Collateral Agent as debtor and that are secured party filed in those state and county jurisdictions connection with the Loan Documents, in which any Loan Party is organized or maintains its principal place of business and such other searches that are required by proper form for filing in the Perfection Certificate or that the Collateral Agent deems necessary or appropriate, none of which encumber the Collateral covered or intended to be covered by the Collateral Documents (other than Permitted Liens or any other Liens acceptable to the Collateral Agent)applicable jurisdiction;
(iv) all amendments to each Control Agreement executed in favor of the Pledged Collateral, which Pledged Former Collateral shall be in suitable form for transfer by deliveryAgent, or shall be accompanied by duly executed instruments other evidence reasonably satisfactory to the New Collateral that the applicable bank or securities intermediary has acknowledged and agreed that the New Collateral Agent has replaced the Former Collateral Agent as a party thereto;
(v) insurance certificates and endorsements naming the New Collateral Agent as additional insured or loss payee, as applicable, in respect of transfer or assignment in blankeach insurance policy of the Borrower and its Restricted Subsidiaries (other than business interruption insurance, with signatures appropriately guaranteed, accompanied in each case by any required transfer tax stamps, all director and officer insurance and worker’s compensation insurance) in form and substance reasonably satisfactory to the New Collateral Agent;
(vi) certificates, representing the Pledged Equity accompanied by undated stock or membership interest powers executed in blank, and instruments (including the Intercompany Note) evidencing the Pledged Debt indorsed in blank, in each case, in form and substance reasonably satisfactory to the New Collateral Agent; and
(vvii) all other filings and recordings of or with respect to the Collateral Documents and of evidence that all other actions in each case necessary or reasonably requested by the New Collateral Agent to cause the extent required by such Collateral Documentsand Guarantee Requirement to be satisfied have been taken.
Appears in 1 contract
Samples: Credit Agreement (Blucora, Inc.)
Perfection of Personal Property Security Interests and Pledges; Search Reports. On or prior to the Closing Date, the Collateral Administrative Agent shall have received:
(i) a the Perfection Certificate from duly executed on behalf of each Loan Party;
(ii) appropriate financing statements (Form UCC-1 or such other financing statements or similar notices as shall be required by local Law) authenticated and authorized for filing under the UCC Uniform Commercial Code or other applicable local law of each United States jurisdiction in which the filing of a financing statement or giving of notice may be required, or reasonably requested by the Collateral Administrative Agent, to perfect the security interests intended to be created by the Collateral Documents;
(iii) certified copies of UCC, United States Patent and Trademark Office and United States Copyright Office, tax and judgment lien searches, searches search reports from CT Corporation or equivalent reports or searches, each of a recent date another independent search service reasonably satisfactory to the Collateral Agent listing all effective financing statements, lien notices of tax, PBGC or comparable documents judgment liens or similar notices on any Collateral that name the Borrower, any other Loan Party Party, as such (under its present name and any previous name and, if requested by the Administrative Agent, under any trade names), as debtor and that are filed in those state and county jurisdictions in which any Loan Party is organized or maintains its principal place seller, together with copies of business and such other searches that are required by the Perfection Certificate financing statements, notices of tax, PBGC or that the Collateral Agent deems necessary judgment Liens or appropriate, similar notices (none of which encumber shall cover the Collateral covered or intended to be covered by the Collateral Documents (other than Permitted Liens or any other Liens acceptable except to the Collateral extent evidencing Liens permitted to remain outstanding on the Closing Date pursuant to Section 7.02 or for which the Administrative Agent shall have received termination statements (Form UCC-3 or such other termination statements as shall be required by local Law) authenticated and authorized for filing) and accompanied by evidence that any Liens indicated in any such financing statement that are not permitted by Section 7.02 have been or contemporaneously will be released or terminated (or otherwise provided for in a manner reasonably satisfactory to the Administrative Agent);
(iv) searches of ownership of intellectual property in the appropriate governmental offices and such patent, trademark and/or copyright filings as may be requested by the Collateral Agent to the extent necessary or reasonably advisable to perfect the Collateral Agent’s security interests in intellectual property Collateral;
(v) all of the Pledged Collateral, which Pledged Collateral shall be in suitable form for transfer by delivery, or shall be accompanied by duly executed instruments of transfer or assignment in blank, with signatures appropriately guaranteed, accompanied in each case by any required transfer tax stamps, all in form and substance reasonably satisfactory to the Administrative Agent and the Collateral Agent; and
(vvi) evidence of the completion of all other customary filings and recordings of or with respect to the Collateral Documents and of all other customary actions in each case as may be necessary to perfect the extent required security interests intended to be created by such the Collateral Documents.
Appears in 1 contract
Perfection of Personal Property Security Interests and Pledges; Search Reports. On Except as otherwise provided in this Amendment and Restatement, on or prior to the Closing Restatement Effective Date, the Collateral Agent shall have received:
(i) a Perfection Certificate from each Loan PartySouthern Pride Catfish LLC;
(ii) appropriate financing statements (Form UCC-1 or such other financing statements or similar notices as shall be required by local Lawlaw) authenticated and authorized fully executed for filing under the UCC Uniform Commercial Code or other applicable local law of each jurisdiction in which the filing of a financing statement or giving of notice may be required, or reasonably requested by the Collateral Agent, to perfect the security interests intended to be created by the Collateral DocumentsDocuments in the Southern Pride Collateral;
(iii) certified copies of UCC, United States Patent and Trademark Office and United States Copyright Office, tax and judgment lien searches, searches reports from CT Corporation System or equivalent reports or searches, each of a recent date other independent search service reasonably satisfactory to the Collateral Agent listing all effective financing statements, lien notices or comparable documents statements that name Southern Pride or any Loan Party of its Subsidiaries, (under its present name and any previous name and, if requested by the Collateral Agent, under any trade names) as debtor and or seller with respect to any of the Southern Pride Collateral that are filed in those state and county the jurisdictions referred to in clause (ii) above, together with copies of such financing statements (none of which any Loan Party is organized shall cover the Southern Pride Collateral except to the extent evidencing Permitted Liens or maintains its principal place of business and such other searches that are required by the Perfection Certificate or that for which the Collateral Agent deems necessary shall have received termination statements (Form UCC-3 or appropriate, none of which encumber the Collateral covered or intended to such other termination statements as shall be covered required by the Collateral Documents (other than Permitted Liens or any other Liens acceptable to the Collateral Agentlocal law) fully executed for filing);
(iv) searches of ownership of intellectual property in the appropriate governmental offices and such patent/trademark/copyright filings as requested by the Collateral Agent to the extent necessary or advisable to perfect the Lender's security interest in intellectual property included in the Southern Pride Collateral;
(v) all of the Pledged Collateral, if any, which Pledged Collateral shall be in suitable form for transfer by delivery, or shall be accompanied by duly executed instruments of transfer or assignment in blank, with signatures appropriately guaranteed, accompanied in each case by any required transfer tax stamps, all in form and substance reasonably satisfactory to the Collateral Agent; and
(vvi) evidence of the completion of all other filings and recordings of or with respect to the Collateral Documents and of all other actions as may be necessary or, in each case the opinion of the Collateral Agent, desirable to perfect the extent required security interests intended to be created in the Southern Pride Collateral by such the Collateral Documents.
Appears in 1 contract
Perfection of Personal Property Security Interests and Pledges; Search Reports. On or prior to the Closing Effective Date, the Collateral Agent shall have received:
(i) a Perfection Certificate from each Loan Credit Party;
(ii) appropriate financing statements (Form UCC-1 or such other financing statements or similar notices as shall be required by local Lawlaw) authenticated and authorized fully executed for filing under the UCC Uniform Commercial Code or other applicable local law of each jurisdiction in which the filing of a financing statement or giving of notice may be required, or reasonably requested by the Collateral Agent, to perfect the security interests intended to be created by the Collateral Documents;
(iii) certified copies of UCC, United States Patent and Trademark Office and United States Copyright Office, tax and judgment lien searches, searches reports from CT Corporation System or equivalent reports or searches, each of a recent date other independent search service reasonably satisfactory to the Collateral Agent listing all effective financing statements, lien notices or comparable documents statements that name the Parent, the Borrower, any Loan other Credit Party as such, (under its present name and any previous name and, if requested by the Collateral Agent, under any trade names) as debtor and or seller that are filed in those state and county the jurisdictions referred to in clause (ii) above, together with copies of such financing statements (none of which any Loan Party is organized shall cover the Collateral except to the extent evidencing Permitted Liens or maintains its principal place of business and such other searches that are required by the Perfection Certificate or that for which the Collateral Agent deems necessary shall have received termination statements (Form UCC-3 or appropriate, none of which encumber the Collateral covered or intended to such other termination statements as shall be covered required by the Collateral Documents (other than Permitted Liens or any other Liens acceptable to the Collateral Agentlocal law) fully executed for filing);
(iv) searches of ownership of intellectual property in the appropriate governmental offices and such patent/trademark/copyright filings as requested by the Collateral Agent to the extent necessary or advisable to perfect the Lender’s security interest in intellectual property Collateral;
(v) all of the Pledged Collateral, which Pledged Collateral shall be in suitable form for transfer by delivery, or shall be accompanied by duly executed instruments of transfer or assignment in blank, with signatures appropriately guaranteed, accompanied in each case by any required transfer tax stamps, all in form and substance reasonably satisfactory to the Collateral Agent; and
(vvi) evidence of the completion of all other filings and recordings of or with respect to the Collateral Documents and of all other actions as may be necessary or, in each case the opinion of the Collateral Agent, desirable to perfect the extent required security interests intended to be created by such the Collateral Documents.
Appears in 1 contract
