Common use of Perfection of Personal Property Security Interests and Pledges; Search Reports Clause in Contracts

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 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 and judgment lien searches or equivalent reports or searches 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 U.S. Borrower or any 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); (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) satisfactory up to date searches on the Loan Parties incorporated in Ireland and evidence that all acts appearing thereon which the Lenders require to be discharged have been fully discharged to the satisfaction of the Collateral Agent together with satisfactory priority searches in the Property Registration Authority of Ireland in respect of Mortgaged Property located in Ireland (if any); and (vi) 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.

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 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 and judgment lien searches or equivalent reports or searches 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 U.S. Borrower or any 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); (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; (v) satisfactory up to date searches on the Loan Parties incorporated in Ireland and evidence that all acts appearing thereon which the Lenders require to be discharged have been fully discharged to the satisfaction of the Collateral Agent together with satisfactory priority searches in the Property Registration Authority of Ireland in respect of Mortgaged Property located in Ireland (if any); and (viv) 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 DocumentsDocuments on or prior to the Closing Date.

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 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 and judgment lien searches or equivalent reports or searches 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 U.S. Borrower or any 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); (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) satisfactory up to date searches on the Loan Parties incorporated in Ireland and evidence that all acts appearing thereon which the Lenders require to be discharged have been fully discharged to the satisfaction of the Collateral Agent together with satisfactory priority searches in the Property Registration Authority of Ireland in respect of Mortgaged Property located in Ireland (if any); and (viv) 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.

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 executed by 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 reports from CT Corporation or equivalent reports or searches within another independent search service reasonably satisfactory to the United States, each of a recent date 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 U.S. Borrower 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 Domestic Guarantor 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 within which shall cover the United States that are required by Collateral except to the Perfection Certificate 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 Lienslocal 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; (v) satisfactory up to date searches on the Loan Parties incorporated in Ireland and evidence that all acts appearing thereon which the Lenders require to be discharged have been fully discharged to the satisfaction of the Collateral Agent together with satisfactory priority searches in the Property Registration Authority of Ireland in respect of Mortgaged Property located in Ireland (if any); and (vi) 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.

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 executed by 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 reports from CT Corporation or equivalent reports or searches within another independent search service reasonably satisfactory to the United States, each of a recent date 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 U.S. Borrower 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 Domestic Guarantor 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 within which shall cover the United States that are required by Collateral except to the Perfection Certificate 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 Lienslocal 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; (v) satisfactory up to date searches on the Loan Parties incorporated in Ireland and evidence that all acts appearing thereon which the Lenders require to be discharged have been fully discharged to the satisfaction of the Collateral Agent together with satisfactory priority searches in the Property Registration Authority of Ireland in respect of Mortgaged Property located in Ireland (if any); and (vi) 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.

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 executed by 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 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 reports from CT Corporation or equivalent reports or searches within another independent search service reasonably satisfactory to the United States, each of a recent date Collateral Agent listing all effective financing statements, lien notices or comparable documents statements 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 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 shall cover the U.S. Borrower Collateral except to the extent evidencing Permitted Liens or any 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 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 Lienslocal 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; (v) satisfactory up to date searches on the Loan Parties incorporated in Ireland and evidence that all acts appearing thereon which the Lenders require to be discharged have been fully discharged to the satisfaction of the Collateral Agent together with satisfactory priority searches in the Property Registration Authority of Ireland in respect of Mortgaged Property located in Ireland (if any); and (vi) 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.

Perfection of Personal Property Security Interests and Pledges; Search Reports. On or prior to the Closing Amendment No. 1 Effective Date, the Collateral Agent shall have received: (i1) a Perfection Certificate executed by each Loan PartyCelator Guarantor; (ii2) subject to the final paragraph of this Section 5, 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 DocumentsDocuments with respect to the Celator Guarantors; (iii3) certified copies of UCC, United States Patent and Trademark Office and United States Copyright Office, Tax and judgment lien searches or equivalent reports or searches within the United States, each of a recent date listing all effective financing statements, lien notices or comparable documents that name any Loan Party (including any Celator Guarantor) as debtor and that are filed in those state and county jurisdictions in which the U.S. Borrower or any Domestic Guarantor (including any Celator Guarantor that is a 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); (iv4) subject to the final paragraph of this Section 5, all of the Pledged CollateralCollateral in or held by any Celator Guarantor, 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; (v5) satisfactory up to date searches on the Loan Parties incorporated in Ireland and evidence that all acts appearing thereon which the Lenders require to be discharged have been fully discharged to the satisfaction of the Collateral Agent together with satisfactory priority searches in the Property Registration Authority of Ireland in respect of Mortgaged Property located in Ireland (if any); and; (vi6) 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; and (7) duly executed counterparts from each party thereto of each of the documents set forth on Schedule V hereto.