Personal Property Securities Act. The Customer acknowledges that under the Contract the Customer grants a Security Interest(s) to the Company, including but not limited to, the lien in Clause 6. The Customer acknowledges that the Contract constitutes a Security Agreement for the purposes of the PPS Act. The Guarantor acknowledges that under the Guarantee the Guarantor grants a Security Interest(s) to the Company, including (without limitation) a charge over all its property. The Guarantor acknowledges that the Guarantee constitutes a Security Agreement for the purposes of the PPS Act. If there is a Security Interest in favour of the Customer or the Guarantor and the Customer or the Guarantor proposes to register the Security Interest under the PPS Act, the Customer or the Guarantor (as applicable) must give the Company written notice prior to the registration that the Customer or the Guarantor (as applicable) proposes to register the Security Interest. The Customer and the Guarantor will do anything reasonably required by the Company to enable the Company to register its Security Interests, with the priority the Company requires, and to maintain the registration. The Security Interests arising under the Contract or the Guarantee attach to the Collateral in accordance with section 19(2) of the PPS Act and the parties confirm that they have not agreed that any Security Interest arising under the Contract or the Guarantee attaches at any later time. The Customer and the Guarantor each acknowledge that the Company may perfect its Security Interests by lodging a Financing Statement on the Personal Property Securities Register. To the extent that any of the enforcement provisions of Chapter 4 of the PPS Act apply to the Security Interests created under or referred to in the Contract or the Guarantee, the following provisions of the PPS Act will not apply: (i) section 95 (notice of removal of accession), to the extent that it requires the secured party to give a notice to the grantor; (ii) subsection 121(4) (enforcement of liquid assets – notice to grantor); (iii) section 130 (notice of disposal), to the extent that it requires the secured party to give the grantor a notice; (iv) paragraph 132(3)(d) (contents of statement of account after disposal); (v) subsection 132(4) (statement of account if no disposal); (vi) section 135 (notice of retention); (vii) section 142 (redemption of collateral); and (viii) section 143 (reinstatement of security agreement). The Company does not need to give the Customer or the Guarantor any notice under the PPS Act (including a notice of a Verification Statement) unless the notice is required by the PPS Act and that requirement cannot be excluded. The parties agree that neither party will disclose to an “interested person” (as defined in section 275(9) of the PPS Act) or any other person, any information of the kind described in section 275(1) of the PPS Act. The Customer and the Guarantor will not authorise the disclosure of any information of the kind described in section 275(1) of the PPS Act.
Appears in 4 contracts
Samples: Standard Terms and Conditions, Standard Terms and Conditions, Standard Terms and Conditions for Warehousing Services
Personal Property Securities Act. 18.1 For the purposes of this clause, PPSA means the Personal Property Securities Act 1999 as amended from time to time. Where a particular section or term from the PPSA is used in this Deed, it is deemed to be that section or term as defined or used in the PPSA as amended, renumbered, or replaced from time to time.
18.2 To the extent permitted by law and as consideration for Camplify providing the Camplify Promise, the Owner hereby grants Camplify a security interest, as defined in the PPSA, in the Equipment and in all proceeds from the Equipment. The Customer acknowledges that under the Contract the Customer grants a Security Interest(s) Owner will only exercise its rights in relation to the Company, including but not limited toproceeds from the Equipment if the Equipment is lost or stolen.
18.3 The Owner acknowledges and agrees that this Agreement constitutes a security agreement in relation to Camplify’s security interest in all present and after-acquired goods in accordance with the PPSA.
18.4 To the extent permitted by law, the lien in Clause 6. The Customer acknowledges that following provisions of the Contract constitutes a Security Agreement PPSA do not apply and for the purposes of section 107 of the PPS Act. PPSA are contracted out of in this Agreement:
(a) section 114(1)(a) (Notice of sale of collateral to debtor);
(b) section 116 (Secured party to give statement of account to debtor);
(c) section 120(2) (Proposal of secured party to retain collateral);
(d) section 121 (Persons entitled to notice may object to proposal);
(e) section 125 (Secured party must not damage goods when removing accession);
(f) section 126 (Persons entitlement to reimbursement for damage caused when removing accession);
(g) section 127 (Person entitled to reimbursement may refuse permission to remove accession);
(h) section 129 (Secured party must give notice of remove of accession);
(i) section 131 (Court may make order concerning removal of accession);
(j) section 133 (Reinstating agreement if default remedied).
18.5 The Guarantor acknowledges that under the Guarantee the Guarantor grants a Security Interest(sOwner consents to:
(a) and agrees to execute any other document or instrument required to give effect to the Companysecurity interests created by this Agreement; and
(b) the registration with the relevant authority or public register of any security interest created by this Agreement or any other document required to give effect to a security interest created by this Agreement, including (without limitation) a charge over all its property. The Guarantor acknowledges that the Guarantee constitutes a Security Agreement for the purposes of the PPS Act. If there is a Security Interest in favour of the Customer or the Guarantor and the Customer or the Guarantor proposes to register the Security Interest under the PPS Act, the Customer or the Guarantor (as applicable) must give the Company written notice prior to limitation the registration that the Customer of a financing statement or the Guarantor (as applicable) proposes to register the Security Interest. The Customer and the Guarantor will do anything reasonably required by the Company to enable the Company to register its Security Interests, with the priority the Company requires, and to maintain the registration. The Security Interests arising under the Contract or the Guarantee attach to the Collateral in accordance with section 19(2) of the PPS Act and the parties confirm that they have not agreed that any Security Interest arising under the Contract or the Guarantee attaches at any later time. The Customer and the Guarantor each acknowledge that the Company may perfect its Security Interests by lodging a Financing Statement financing change statement on the Personal Property Securities Register. To the extent that any .
18.6 The Owner must pay all costs of the enforcement provisions of Chapter 4 of the PPS Act apply and incidental to the Security Interests created under or referred preparation, execution and registration of any instrument which is executed for the purposes of giving effect to in the Contract or the Guarantee, the following provisions of the PPS Act will not apply:
(i) section 95 (notice of removal of accession), this clause and must also pay all costs incidental to the extent that it requires the secured party to give a notice to the grantor;
(ii) subsection 121(4) (enforcement withdrawal, discharge, or release of liquid assets – notice to grantor);
(iii) section 130 (notice of disposal), to the extent that it requires the secured party to give the grantor a notice;
(iv) paragraph 132(3)(d) (contents of statement of account after disposal);
(v) subsection 132(4) (statement of account if no disposal);
(vi) section 135 (notice of retention);
(vii) section 142 (redemption of collateral); and
(viii) section 143 (reinstatement of security agreement). The Company does not need to give the Customer or the Guarantor any notice under the PPS Act (including a notice of a Verification Statement) unless the notice is required by the PPS Act and that requirement cannot be excluded. The parties agree that neither party will disclose to an “interested person” (as defined in section 275(9) of the PPS Act) or any other person, any information of the kind described in section 275(1) of the PPS Act. The Customer and the Guarantor will not authorise the disclosure of any information of the kind described in section 275(1) of the PPS Actsuch instrument.
Appears in 2 contracts
Samples: Owner Terms and Conditions, Owner Terms and Conditions
Personal Property Securities Act. 8.1 In this clause 8, any term unless otherwise defined herein has the same meaning as defined in the PPSA.
8.2 The Customer acknowledges that under ICP’s retention of title in the Contract Equipment may give rise to a security interest in the Equipment, against the Customer grants a Security Interest(sor any other person for the purposes of the PPSA. ICP’s security interest(s) will extend and attach to all proceeds within the Company, including but not limited to, meaning of the lien in Clause 6PPSA.
8.3 ICP may register any security interest it holds at any time on the PPS Register. The Customer acknowledges that registration of a security interest by ICP does not in itself deem the Contract constitutes a Security Agreement for the purposes hire of the PPS Act. The Guarantor acknowledges that under Equipment to be a “deemed security interest” within the Guarantee meaning of section 17(1)(b) of the Guarantor grants PPSA unless or until it shall legally have become one.
8.4 If ICP has not registered a Security Interest(s) to security interest in respect of the CompanyEquipment on the Commencement Date, including (without limitation) a charge over all its property. The Guarantor the Customer acknowledges that the Guarantee constitutes a Security Agreement for the purposes Hire Period (including any extension of the PPS Act. If there is a Security Interest in favour Hire Period or consecutive Hire Periods during which the Customer has substantially uninterrupted possession) may not extend beyond one (1) year from the date on which the Customer took possession of the Customer Equipment or such earlier Commencement Date and despite anything else in the Guarantor Hire Agreement, ICP shall be entitled, notwithstanding any contrary agreement between ICP and the Customer or the Guarantor proposes Customer, to register the Security Interest under the PPS Act, require the Customer or to immediately return the Guarantor Equipment to ICP before expiry of this Customer has substantially uninterrupted possession) may not extend beyond one (as applicable1) must give the Company written notice prior to the registration year period and unless ICP is satisfied that the Customer or will effect return accordingly, ICP may take such steps as it deems fit to seize, including by force if necessary, the Guarantor (as applicable) proposes to register the Security Interest. Equipment from wherever it is located.
8.5 The Customer must sign any document, provide any information and the Guarantor will do anything else, which ICP reasonably required by requires to:
(a) Ensure that ICP’s security interest in the Company Equipment is perfected and enforceable under PPSA with first priority in respect of any other security interests; and
(b) Enable ICP to enable the Company to register its Security Interests, with the priority the Company requires, and to maintain the registration. The Security Interests arising exercise any rights it has under the Contract or Hire Agreement and PPSA in connection with its security interest in the Guarantee attach Equipment.
8.6 The Customer waives the right to the Collateral receive a copy of any Verification Statement in accordance with section 19(2) of the PPS Act and the parties confirm that they have not agreed that relation to any Security Interest arising under created by the Contract or the Guarantee attaches at any later time. The Customer Hire Agreement and the Guarantor each acknowledge that the Company may perfect its Security Interests by lodging a Financing Statement on the Personal Property Securities Register. To the extent that any of the enforcement provisions of Chapter 4 of the PPS Act apply to the Security Interests created under or referred to in the Contract or the Guarantee, the following provisions of the PPS Act will not apply:
(i) section 95 (notice of removal of accession)agrees, to the extent permitted by law, that it requires as between the secured party to give a notice to Customer and ICP:
(a) sections 114(1)(a), 133 and 134 of the grantorPPSA will not apply;
(iib) subsection 121(4) (enforcement you will have none of liquid assets – notice the rights referred to grantor);
(iii) section 130 (notice of disposalin sections 116, 120(2), to 121, 125, 129 and 131 of the extent that it requires the secured party to give the grantor a notice;
(iv) paragraph 132(3)(d) (contents of statement of account after disposal);
(v) subsection 132(4) (statement of account if no disposal);
(vi) section 135 (notice of retention);
(vii) section 142 (redemption of collateral)PPSA; and
(viiic) section 143 where ICP has rights in addition to, or existing separately from, those in Part 9 of the PPSA, those rights will continue to apply.
8.7 The Customer agrees that:
(reinstatement a) The rights of ICP under the PPSA are in addition to any other rights under the Hire Agreement and ICP may choose how or which rights to exercise as it sees fit; and
(b) That ICP’s rights under the PPSA, ICP shall, in the event of default by Customer of the Hire Agreement, have the right to seize, purchase, take possession, retain, deal with or dispose of any goods, in any manner it sees fit including (in respect of dealing and disposal) by private or public sale, lease or licence.
8.8 The Customer must:
(a) Not create or allow to be created any security agreement). The Company does not need interest in the Equipment by any other person other than with the express written consent of ICP;
(a) Not take any action or omission that would result in ICP’s security interest under this Hire Agreement to give be or become unperfected, invalidated or lose its priority to another security interest; and
(b) Advise immediately ICP if and when it becomes aware of any event that would cause or has already caused ICP’s security interest to be or become unperfected, invalidated or lose its priority to another security interest.
8.9 If the Customer parts with possession of the Equipment for any reason (including with the permission of ICP) the Customer must take all steps including registration under PPSA as may be required to:
(a) Ensure that any security interest arising under or in respect of the Guarantor any notice sub-hire is enforceable, perfected and otherwise effective under the PPS Act PPSA;
(including a notice of a Verification Statementb) Ensure the Customer has, subject to ICP’s rights, first priority (unless another priority is agreed in writing by ICP) for the notice is required by the PPS Act and that requirement cannot be excluded. The parties agree that neither party will disclose to an “interested person” security interest; and
(as defined in section 275(9c) of the PPS Act) or any other person, any information of the kind described in section 275(1) of the PPS Act. The Customer Enable ICP and the Guarantor will not authorise Customer to exercise their respective rights in connection with the disclosure of any information of the kind described in section 275(1) of the PPS Actsecurity interest.
Appears in 2 contracts
Samples: Hire Agreement, Hire Agreement
Personal Property Securities Act. The Customer acknowledges that under the Contract the Customer grants a Security Interest(s) to the Company, including but not limited to, the lien in Clause 6. The Customer acknowledges that the Contract constitutes a Security Agreement for the purposes of the PPS Act. The Guarantor acknowledges that under the Guarantee the Guarantor grants a Security Interest(s) to the Company, including (without limitation) a charge over all its property. The Guarantor acknowledges that the Guarantee constitutes a Security Agreement for the purposes of the PPS Act. Act. If there is a Security Interest in favour of the Customer or the Guarantor and the Customer or the Guarantor proposes to register the Security Interest under the PPS Act, the Customer or the Guarantor (as applicable) must give the Company written notice prior to the registration that the Customer or the Guarantor (as applicable) proposes to register the Security Interest. The Customer and the Guarantor will do anything reasonably required by the Company to enable the Company to register its Security Interests, with the priority the Company requires, and to maintain the registration. The Security Interests arising under the Contract or the Guarantee attach to the Collateral in accordance with section 19(2) of the PPS Act and the parties confirm that they have not agreed that any Security Interest arising under the Contract or the Guarantee attaches at any later time. The Customer and the Guarantor each acknowledge that the Company may perfect its Security Interests by lodging a Financing Statement on the Personal Property Securities Register. To the extent that any of the enforcement provisions of Chapter 4 of the PPS Act apply to the Security Interests created under or referred to in the Contract or the Guarantee, the following provisions of the PPS Act will not apply:
(i) section 95 (notice of removal of accession), to the extent that it requires the secured party to give a notice to the grantor;
(ii) subsection 121(4) (enforcement of liquid assets – notice to grantor);
(iii) section 130 (notice of disposal), to the extent that it requires the secured party to give the grantor a notice;notice;
(iv) paragraph 132(3)(d) (contents of statement of account after disposal);
(v) subsection 132(4) (statement of account if no disposal);
(vi) section 135 (notice of retention);retention);
(vii) section 142 (redemption of collateral); and
(viii) section 143 (reinstatement of security agreement). The Company does not need to give the Customer or the Guarantor any notice under the PPS Act (including a notice of a Verification Statement) unless the notice is required by the PPS Act and that requirement cannot be excluded. The parties agree that neither party will disclose to an “interested person” (as defined in section 275(9) of the PPS Act) or any other person, any information of the kind described in section 275(1) of the PPS Act. The Customer and the Guarantor will not authorise the disclosure of any information of the kind described in section 275(1) of the PPS Act.Act.
Appears in 2 contracts
Samples: Standard Terms and Conditions for Warehousing Services, Standard Terms and Conditions for Warehousing Services
Personal Property Securities Act. The Customer acknowledges 5.1 All terms capitalised in this clause that under are not defined in these terms and conditions take their meaning as defined in the Contract the Customer grants a Security Interest(sPPS Act.
5.2 This agreement:
(a) to the Company, including but not limited to, the lien in Clause 6. The Customer acknowledges that the Contract constitutes a Security Agreement for the purposes of the PPS Act. The Guarantor acknowledges that under the Guarantee the Guarantor grants ; and
(b) creates a Security Interest(sInterest in:
(i) the Equipment previously supplied by the Owner to the CompanyCustomer; and
(ii) all future Equipment supplied by the Owner to the Customer.
5.3 The Customer must do all things necessary to assist the Owner to continuously perfect any Security Interest arising under this agreement, including (without limitation) a charge over all its property. The Guarantor acknowledges that signing any documents or providing any information the Guarantee constitutes a Security Agreement Owner reasonably requests for the purposes of protecting its interest under the PPS Act. .
5.4 Any Equipment supplied by the Owner to the Customer will constitute a Purchase Money Security Interest (PMSI).
5.5 The PMSI will continue for any Equipment coming into existence or for the Proceeds from the sale of the Equipment.
5.6 Until title passes from the Owner to the Customer under this agreement, the Customer will not permit any Security Interest to be created in the Equipment without the Owner’s written consent.
5.7 If there is the Equipment supplied by the Owner to the Customer are commingled with any other property, the Owner will have a Security Interest in favour those commingled Equipment including the Equipment supplied under this agreement.
5.8 The Customer must not lodge or permit the lodgement of a Financing Change Statement or an Amendment Demand in respect of the Equipment without the Owner’s consent.
5.9 The Customer must immediately notify the Owner in writing of any change in the Customer’s name or other identifying characteristics of the Customer or the Guarantor and Equipment in which the Owner holds any Security Interest.
5.10 To the maximum extent permitted by the PPS Act:
(a) the Owner does not have to give a notice to the Customer of any action the Owner takes in accordance with sections 95 or 121(4) of the Guarantor proposes PPS Act;
(b) the Owner does not have to register give a notice under section 130 of the PPS Act;
(c) the Owner does not have to give the details required under section 132(3)(d) of the PPS Act;
(d) the Owner does not have to give a written statement of account under section 132(4)of the PPS Act;
(e) the Owner does not have to give a notice required under section 135 of the PPS Act;
(f) no person can redeem the Security Interest in the Equipment under section 142 of the PPS Act without the Owner’s consent; and
(g) no person may reinstate the Security Agreement under section 143 of the PPS Act without the Owner’s consent.
5.11 For the purposes of section 275(6) of the PPS Act, the Customer or the Guarantor (as applicable) must give the Company written notice prior keep confidential any information relating to the registration this agreement that the Customer or the Guarantor (as applicable) proposes to register the Security Interest. The Customer and the Guarantor will do anything reasonably required by the Company to enable the Company to register its Security Interests, with the priority the Company requires, and to maintain the registration. The Security Interests arising under the Contract or the Guarantee attach to the Collateral in accordance with section 19(2) of the PPS Act and the parties confirm that they have not agreed that any Security Interest arising under the Contract or the Guarantee attaches at any later time. The Customer and the Guarantor each acknowledge that the Company may perfect its Security Interests by lodging a Financing Statement on the Personal Property Securities Register. To the extent that any of the enforcement provisions of Chapter 4 of the PPS Act apply to the Security Interests created under or referred to is in the Contract or the Guarantee, the following provisions nature of the PPS Act will not apply:
(i) section 95 (notice of removal of accession), to the extent information that it requires the secured party to give a notice to the grantor;
(ii) subsection 121(4) (enforcement of liquid assets – notice to grantor);
(iii) section 130 (notice of disposal), to the extent that it requires the secured party to give the grantor a notice;
(iv) paragraph 132(3)(d) (contents of statement of account after disposal);
(v) subsection 132(4) (statement of account if no disposal);
(vi) section 135 (notice of retention);
(vii) section 142 (redemption of collateral); and
(viii) section 143 (reinstatement of security agreement). The Company does not need to give the Customer or the Guarantor any notice an interested person could access under the PPS Act (including a notice of a Verification Statement) unless the notice is required by the PPS Act and that requirement cannot be excluded. The parties agree that neither party will disclose to an “interested person” (as defined in section 275(9) of the PPS Act) or any other person, any information of the kind described in section 275(1) of the PPS Act. The Customer and the Guarantor will not authorise the disclosure of any information of the kind described in section 275(1) of the PPS Act.
Appears in 2 contracts
Personal Property Securities Act. The Customer acknowledges 47.1 For the purposes of this Clause 47:
(a) the ‘Principal’s Personal Property’ means all personal property the subject of a security interest granted under this Contract; and
(b) words and phrases used in this Clause 47 that under have defined meanings in the PPS Law have the same meaning as in the PPS Law unless the context otherwise indicates.
47.2 If the Principal determines that this Contract the Customer grants (or a Security Interest(stransaction in connection with it) to the Company, including but not limited to, the lien in Clause 6. The Customer acknowledges that the Contract constitutes is or contains a Security Agreement security interest for the purposes of the PPS Act. The Guarantor acknowledges that under Law, the Guarantee Contractor agrees to do anything (including obtaining consents, signing and producing documents, getting documents completed and signed and supplying information) which the Guarantor grants a Security Interest(s) to the Company, including (without limitation) a charge over all its property. The Guarantor acknowledges that the Guarantee constitutes a Security Agreement Principal asks and considers necessary for the purposes of the PPS Act. If there is a Security Interest in favour of the Customer or the Guarantor and the Customer or the Guarantor proposes to register the Security Interest under the PPS Act, the Customer or the Guarantor (as applicable) must give the Company written notice prior to the registration that the Customer or the Guarantor (as applicable) proposes to register the Security Interest. The Customer and the Guarantor will do anything reasonably required by the Company to enable the Company to register its Security Interests, with the priority the Company requires, and to maintain the registration. The Security Interests arising under the Contract or the Guarantee attach to the Collateral in accordance with section 19(2) of the PPS Act and the parties confirm that they have not agreed that any Security Interest arising under the Contract or the Guarantee attaches at any later time. The Customer and the Guarantor each acknowledge that the Company may perfect its Security Interests by lodging a Financing Statement on the Personal Property Securities Register. To the extent that any of the enforcement provisions of Chapter 4 of the PPS Act apply to the Security Interests created under or referred to in the Contract or the Guarantee, the following provisions of the PPS Act will not applyof:
(ia) section 95 (notice of removal of accession)ensuring that the security interest is enforceable, to the extent that it requires the secured party to give a notice to the grantorperfected and otherwise effective;
(iib) subsection 121(4) (enforcement of liquid assets – notice enabling the Principal to grantor);apply for any registration, complete any financing statement or give any notification, in connection with the security interest; and/or
(iiic) section 130 (notice of disposal), enabling the Principal to exercise rights in connection with the extent that it requires the secured party to security interest.
47.3 The Principal need not give the grantor a notice;
(iv) paragraph 132(3)(d) (contents of statement of account after disposal);
(v) subsection 132(4) (statement of account if no disposal);
(vi) section 135 (notice of retention);
(vii) section 142 (redemption of collateral); and
(viii) section 143 (reinstatement of security agreement). The Company does not need to give the Customer or the Guarantor any notice under the PPS Act PPSA (including a notice of a Verification Statementverification statement) unless the notice is required by the PPS Act PPSA to be given.
47.4 The Contractor must notify the Principal as soon as the Contractor becomes aware of any of the following:
(a) if any personal property which does not form part of the Principal’s Personal Property becomes an accession to the Principal’s Personal Property and is subject to a security interest in favour of a third party, that requirement canhas attached at the time it becomes an accession; or
(b) if any of the Principal’s Personal Property is located or situated outside Australia or, upon request by the Principal, of the present location or situation of any of the Principal’s Personal Property.
47.5 The Contractor must not:
(a) create any security interest or lien over any of the Principal’s Personal Property whatsoever (other than security interests granted in favour of the Principal);
(b) sell, lease or dispose of its interest in the Principal’s Personal Property;
(c) give possession of the Principal’s Personal Property to another person except where the Principal expressly authorises it to do so;
(d) permit any of the Principal’s Personal Property to become an accession to or commingled with any asset that is not be excluded. The parties agree that neither party part of the Works; or
(e) change its name without first giving the Principal 15 Business Days notice of the new name or relocate its principal place of business outside Australia or change its place of registration or incorporation.
47.6 Everything the Contractor is required to do under this Clause 47 is at the Contractor’s expense.
47.7 Neither the Principal nor the Contractor will disclose to an “interested person” (as defined in section 275(9) of the PPS Act) or any other person, any information of the kind described mentioned in section 275(1) of the PPS Act. The Customer PPSA and the Guarantor Contractor will not authorise authorise, and will ensure that no other Party authorises, the disclosure of any information such information. This Clause 47 does not prevent disclosure where such disclosure is required under section 275 of the kind described in PPSA because of the operation of section 275(1275(7) of the PPS ActPPSA.
Appears in 1 contract
Samples: General Conditions of Contract for the Provision of Minor Works
Personal Property Securities Act. The Customer acknowledges that under ( FOR HIRES OVER 85 DAYS)
31.1 This clause shall apply in the Contract event the Customer grants a Security Interest(s) Hirer has requested, and the Owner has expressly agreed to hire the Equipment to the CompanyHirer for a Term of hire over 85 days in duration.
31.2 If sections 95, including but not limited to96, the lien in Clause 6. The Customer acknowledges that the Contract constitutes a Security Agreement for the purposes 117, 118, 121(4), 123, 125, 130, 132(3)(d), 132(4), 135, 142 and 143 of the PPS Act. The Guarantor acknowledges that under PPSA would, apart from this clause, apply to this Agreement or the Guarantee the Guarantor grants a Security Interest(s) security interest it creates, those sections will not apply to the Company, including (without limitation) a charge over all its property. The Guarantor acknowledges that the Guarantee constitutes a Security Agreement for the purposes maximum extent it is possible to exclude them under section 115 of the PPS Act. PPSA.
31.3 If there is a Security Interest in favour of the Customer or the Guarantor and the Customer or the Guarantor proposes to register the Security Interest under the PPS Act, the Customer or the Guarantor (as applicable) must give the Company written notice prior to the registration that the Customer or the Guarantor (as applicable) proposes to register the Security Interest. The Customer and the Guarantor will do anything reasonably required by the Company to enable the Company to register its Security Interests, with the priority the Company requires, and to maintain the registration. The Security Interests arising under the Contract or the Guarantee attach to the Collateral in accordance with section 19(2116(2) of the PPS Act and the parties confirm that they have not agreed that any Security Interest arising under the Contract or the Guarantee attaches at any later time. The Customer and the Guarantor each acknowledge that the Company may perfect its Security Interests by lodging a Financing Statement on the Personal Property Securities Register. To the extent that any PPSA applies, section 132 of the enforcement provisions of Chapter 4 of the PPS Act PPSA will not apply to the Security Interests maximum extent it is possible to exclude it under section 115(7) of the PPSA.
31.4 The Hirer and any guarantor irrevocably authorise the Owner to obtain from the register under the PPSA, if the Hirer or any guarantor is an individual, disclosure of any registration in which the individual is registered as a grantor or a secured party and any other searches which may be permitted by section 172 of the PPSA.
31.5 The Hirer consents to the Owner effecting registration on the register under the PPSA in any manner the Owner considers appropriate in relation to any security interest in the Equipment arising under or in connection with or contemplated by this QWEST WET HIRE TERMS & CONDITIONS Agreement.
31.6 The Hirer waives its right to receive notice of a verification statement in relation to any registration by the Owner on the register of the PPSA and any other notice required under the PPSA
31.7 The Hirer agrees to properly execute any documents, provide all relevant information, fully cooperate with the Owner and do any other act or thing the Owner requires to ensure any interest created under or referred to this Agreement is perfected and remains continuously perfected, has priority over any other security interest in the Contract Equipment or otherwise and any defect a the Guaranteesecurity interest, the following provisions of the PPS Act will not apply:including its registration is overcome.
(i) section 95 (notice of removal of accession)31.8 The Hirer must not, to the extent that it requires the secured party to give a without providing prior written notice to the grantor;
(ii) subsection 121(4) (enforcement of liquid assets – notice to grantor);
(iii) section 130 (notice of disposal)Owner change its name, to the extent that it requires the secured party to give the grantor a notice;
(iv) paragraph 132(3)(d) (contents of statement of account after disposal);
(v) subsection 132(4) (statement of account if no disposal);
(vi) section 135 (notice of retention);
(vii) section 142 (redemption of collateral); and
(viii) section 143 (reinstatement of security agreement). The Company does not need to give the Customer or the Guarantor any notice under the PPS Act (including a notice of a Verification Statement) unless the notice is required by the PPS Act and that requirement cannot be excluded. The parties agree that neither party will disclose to an “interested person” (as defined in section 275(9) of the PPS Act) address, contact details or any other persondetails that would cause any details in the financing statement to be different if the security interest was re-registered.
31.9 The Hirer will not register a financing change statement for the security interest without the Company’s prior written consent.
31.10 The Hirer agrees to reimburse, on demand, the Owner for all costs and/or expenses incurred or payable by the Owner in relation to registering or maintaining any information financing statement, releasing in whole or in part the Owner’s security interest or any other document for any security interest and for the enforcement of any rights arising out of the kind described Owner’s security interest.
31.11 In this Agreement the following words have the respective meanings given to them in section 275(1) of the PPS Act. The Customer PPSA: financing statement, financing change statement, perfected, register, registration, security interest and the Guarantor will not authorise the disclosure of any information of the kind described in section 275(1) of the PPS Actverification statement.
Appears in 1 contract
Samples: Hire Agreement
Personal Property Securities Act. The Customer acknowledges that under the Contract the Customer grants a Security Interest(s) ‘PPSA’)
10.1 This clause applies to the Company, including but not limited to, the lien extent that Xxxxxx’x interest in Clause 6. The Customer acknowledges that the Contract constitutes respect of a Security Agreement hire provided for in this agreement is a ‘security interest’ for the purposes of the Personal Property Securities Act 2009 (Cth) (“PPS ActLaw”). References to PPS Law in this agreement include references to amended, replacement and successor provisions or legislation.
10.2 Xxxxxx may register any actual impending or likely security interest. The Guarantor acknowledges Hirer may not make any Claim against Xxxxxx in respect of any registration even if it is determined that under the Guarantee the Guarantor grants Xxxxxx should not have registered a Security Interest(s) to the Company, including (without limitation) a charge over all its propertysecurity interest. The Guarantor acknowledges that the Guarantee constitutes a Security Agreement Hirer must do anything (such as obtaining consents and signing documents) which Xxxxxx requires for the purposes of the PPS Act. If there of:
a) ensuring that Xxxxxx’x security interest is a Security Interest in favour of the Customer or the Guarantor enforceable, perfected and the Customer or the Guarantor proposes to register the Security Interest otherwise effective under the PPS Act, the Customer Law;
b) enabling Xxxxxx to gain first priority (or the Guarantor (as applicableany other priority agreed to by Xxxxxx in writing) must give the Company written notice prior for its security interest; and
c) enabling Xxxxxx to the registration that the Customer or the Guarantor (as applicable) proposes to register the Security Interest. The Customer and the Guarantor will do anything reasonably required by the Company to enable the Company to register its Security Interests, exercise rights in connection with the priority security interest.
10.3 The rights of Xxxxxx under this document are in addition to and not in substitution for Xxxxxx’x rights under other law (including the Company requiresPPS Law) and Xxxxxx may choose whether to exercise rights under this document, and to maintain the registrationand/or under such other law, as it sees fit. The Security Interests arising under the Contract or the Guarantee To avoid any doubt about it Xxxxxx’x security interest will attach to the Collateral in accordance with section 19(2) of the PPS Act and the parties confirm that they have not agreed that any Security Interest arising under the Contract or the Guarantee attaches at any later time. The Customer and the Guarantor each acknowledge that the Company may perfect its Security Interests by lodging a Financing Statement on the Personal Property Securities Register. proceeds.
10.4 To the extent that any of the enforcement provisions of Chapter 4 of the PPS Act apply PPSA applies to the Security Interests created any security interest under or referred to in the Contract or the Guaranteethis agreement, the following provisions of the PPS Act will Law do not apply:
(i) apply and, for the purposes of section 115 of the PPS Law are “contracted out” of this agreement in respect of all goods to which that section can be applied: section 95 (notice of removal of accession), accession to the extent that it requires the secured party Xxxxxx to give a notice to the grantor;
Hirer); section 96 (ii) subsection retention of accession); section 121(4) (enforcement of liquid assets – notice to grantor);
; section 125 (iiiobligations to dispose of or retain collateral); section 121(4) (notice of grantor); section 125 (obligations to dispose of or retain collateral); section 130 (notice of disposal), disposal to the extent that it requires the secured party Xxxxxx to give a notice to the grantor a notice;
(ivHirer); section 129(2) paragraph 132(3)(d) (contents and 129(3); section 132(3)(d)(contents of statement of account after disposal);
(v) subsection 132(4) (statement ; section 132(4)(statement of account if no disposal);
(vi) ; section 135 (notice of retention);
(vii) ; section 142 (redemption of collateral); and
and section143 (viii) section 143 (reinstatement re-instatement of security agreement). The Company does not need to give .
10.5 To the Customer or extent they apply, the Guarantor any notice under the PPS Act (including a notice of a Verification Statement) unless the notice is required by the PPS Act and that requirement cannot be excluded. The parties agree that neither party will disclose to an “interested person” (as defined in section 275(9) following provisions of the PPS ActLaw; section 123 (seizing collateral); section 126 (apparent possession); section 128 (secured party may dispose of collateral); section 129 (disposal by purchase); and section 134(1) (retention of collateral) confer rights on Xxxxxx. Xxxxx agrees that in addition to those rights, Xxxxxx shall, if there is default by Xxxxx, have the right to seize, purchase, take possession or apparent possession, retain, deal with or dispose of any other persongoods, not only under those sections but also, as additional and independent rights, under this document and the Hirer agrees that Xxxxxx may do so in any manner it sees fit including (in respect of dealing and disposal) by private or public sale, lease or licence.
10.6 The Hirer waives its rights to receive a verification statement in relation to registration events in respect of commercial property under section 157 of the PPS Law. This waiver also extends to any verification statement in respect of security interests arising or provided for under security agreements prior to the date of this agreement.
10.7 Xxxxxx and the Hirer agree not to disclose information of the kind described in that can be requested under section 275(1) of the PPS ActLaw. The Customer and the Guarantor will not authorise the disclosure of any information of the kind described in Hirer must do everything necessary on its part to ensure that section 275(1275(6)(a) of the PPS ActLaw continues to apply. The agreement in this subclause is made solely for the purpose of allowing to Xxxxxx the benefit of section 275(6)(a) and Xxxxxx shall not be liable to pay damages or any other compensation or be subject to injunction in respect of any actual or threatened breach of this sub-clause.
10.8 The Hirer must not dispose or purport to dispose of, or create or purport to create or permit to be created any ‘security interest’ (as defined in PPS Law) in the Plant other than with the express written consent of Xxxxxx. The Hirer must not lease, hire, bail or give possession (‘sub-hire’) of the Plant to anyone else unless Xxxxxx (in its absolute discretion) first consents in writing. Any such sub-hire must be in writing in a form acceptable to Xxxxxx and must be expressed to be subject to the rights of Xxxxxx under this agreement. Hirer may not vary a sub-hire without the prior written consent of Xxxxxx (which may be withheld in its absolute discretion).
10.9 The Hirer must ensure that Xxxxxx is provided at all times with up-to-date information about the sub-hire including the identity of the sub-hirer, the terms of and state of accounts and payment under the sub-hire and the location and condition of the Plant.
10.10 The Hirer must take all steps including registration under PPS Law as may be required to:
a) ensure that any security interest arising under or in respect of the sub-hire is enforceable, perfected and otherwise effective under the PPS Law;
b) enabling the Hirer to gain (subject always to the rights of Xxxxxx) first priority (or any other priority agreed to by Xxxxxx in writing) for the security interest; and
c) enabling Xxxxxx and the Hirer to exercise their respective rights in connection with the security interest.
10.11 To assure performance of its obligations under this agreement, the Hirer hereby gives Xxxxxx an irrevocable power of attorney to do anything Xxxxxx considers the Hirer should do under this agreement. Xxxxxx may recover from Xxxxx the cost of doing anything under this clause 10, including registration fees.
Appears in 1 contract
Samples: Application for Credit Account & Master Hire Agreement
Personal Property Securities Act. The Customer acknowledges 5.1 You acknowledge and agree that under the Contract provisions of section 4 constitute the Customer grants security agreement between us creating a Security Interest(s) security interest in all present and future supplies. This security interest in the Equipment extends to the Companyproceeds of any sale or insurance claim in respect of the Equipment and monies held in a separate account arising from the sale of the Equipment for the purposes of the Personal Property Securities Xxx 0000 (Cth) (the “PPS Act”) and to the extent applicable the PPS Act applies. For the purposes of the PPS Act the collateral is described as containers and related goods and the collateral may be further described in a Quote.
5.2 You acknowledge and warrant that any Equipment or materials purchased from us are not purchased predominantly for personal, domestic or household purposes.
5.3 You acknowledge that we may do anything reasonably necessary, including but not limited to, to registering any security interest which we have over the lien Equipment on the Personal Property Securities Register established under section 147 of the PPS Act in Clause 6. The Customer acknowledges that order to perfect the Contract constitutes a Security Agreement for security interest and comply with the purposes requirement of the PPS Act. The Guarantor acknowledges that under You agree without charge to provide all information and do all things reasonably necessary to assist us to undertake the Guarantee the Guarantor grants a Security Interest(smatters set out above. You waive pursuant to section157 (3)(b) to the Company, including (without limitation) a charge over all its property. The Guarantor acknowledges that the Guarantee constitutes a Security Agreement for the purposes of the PPS Act. If there is Act the right to receive notice of a Security Interest verification statement in favour relation to any registration event.
5.4 You and we agree that, pursuant to section 115 of the Customer or the Guarantor and the Customer or the Guarantor proposes to register the Security Interest under the PPS Act, the Customer or the Guarantor (as applicable) must give the Company written notice prior to the registration that the Customer or the Guarantor (as applicable) proposes to register the Security Interest. The Customer and the Guarantor will do anything reasonably required by the Company to enable the Company to register its Security Interests, with the priority the Company requires, and to maintain the registration. The Security Interests arising under the Contract or the Guarantee attach to the Collateral following provisions in accordance with section 19(2) of the PPS Act and do not apply in relation to a security interest in the parties confirm that they Equipment to the extent, if any, mentioned (words in this provision have not agreed that any Security Interest arising under the Contract or the Guarantee attaches at any later time. The Customer and the Guarantor each acknowledge that the Company may perfect its Security Interests by lodging a Financing Statement on the Personal Property Securities Register. To the extent that any of the enforcement provisions of Chapter 4 of same meaning as in the PPS Act apply to the Security Interests created under or referred to in the Contract or the Guarantee, the following provisions of the PPS Act will not apply:Act):
(ia) section 95 (notice of removal of accession), to the extent that it requires the secured party to give a notice to the grantor;
(iib) subsection 121(4section 125 (obligation to dispose of or retain collateral) (enforcement of liquid assets – notice to grantor);in that we may extend the time for delay as we consider appropriate
(iiic) section 129 (disposal by purchase)
(d) section 130 (notice of disposal), to the extent that it requires the secured party to give a notice to the grantor a notice;before disposal
(ive) paragraph 132(3)(d) (contents of statement of account after disposal);
(vf) subsection 132(4) (statement of account if no disposal);
(vig) section 135 (notice of retention);
(viih) section 142 (redemption of collateral); and
(viiii) section 143 (reinstatement of security agreement). The Company does .
5.5 You agree not need to give the Customer or the Guarantor any notice under the PPS Act (including a notice of a Verification Statement) unless the notice is required by the PPS Act and that requirement cannot be excluded. The parties agree that neither party will disclose to an “interested person” (as defined in section 275(9) of the PPS Act) or any other person, any information of the kind described in that can be requested under section 275(1) of the PPS Act. The Customer and the Guarantor will not authorise the disclosure of any information of the kind described in Act You must do everything necessary on your part to ensure that section 275(1275(6)(a) of the PPS Actcontinues to apply.
Appears in 1 contract
Samples: Sales Contract
Personal Property Securities Act. The Customer acknowledges 13.1. Capitalised terms in this clause 13, that under are not otherwise defined elsewhere in the Contract Hire Agreement, have the same meaning as set out in the Personal Property Securities Act 2009 (Cth) (as amended) (“PPSA”) unless the context otherwise requires.
13.2. This agreement constitutes a security agreement pursuant to the PPSA in relation to the Building supplied by the Supplier to the Customer grants a Security Interest(s) and any Building that will be supplied in the future by the Supplier to the Company, including but not limited to, the lien in Clause 6. The Customer acknowledges that the Contract constitutes a Security Agreement for the purposes of the PPS Act. The Guarantor acknowledges that under the Guarantee the Guarantor grants a Security Interest(s) to the Company, including (without limitation) a charge over all its property. The Guarantor acknowledges that the Guarantee constitutes a Security Agreement for the purposes of the PPS Act. If there is a Security Interest in favour of the Customer or the and each Guarantor and the Customer or the Guarantor proposes to register the Security Interest under the PPS Act, the Customer or the Guarantor (as applicable) must give the Company written notice prior Supplier in respect of such Building supplied to the registration that the Customer or the Guarantor (as applicable) proposes to register the Security InterestCustomer.
13.3. The Customer and each Guarantor each acknowledges and agrees that a Security Interest (as that term is defined in the PPSA) may be registered by the Supplier in relation to the Building and the proceeds arising in respect of any dealing in the Building in accordance with the PPSA (and in any other manner the Supplier considers appropriate).
13.4. The Customer and each Guarantor will each agree to do anything all such things and sign all such documentation and/or provide any further information (such information to be complete accurate and up-to-date in all respects) as are necessary and reasonably required by the Company to enable the Company to Supplier to:
(1) acquire a perfected Security Interest in the Building and its proceeds;
(2) register its Security Interests, with a Financing Statement or Financing Change Statement;
(3) ensure that the priority the Company requiresSupplier’s security position, and to maintain rights and obligations are not adversely affected by the registration. The Security Interests arising under the Contract or the Guarantee attach to the Collateral in accordance with section 19(2) of the PPS Act and the parties confirm that they have not agreed that any Security Interest arising under the Contract or the Guarantee attaches at any later timePPSA.
13.5. The Customer and the Guarantor each acknowledge that waives its rights to receive a copy of any Verification Statement after the Company may perfect its Security Interests by lodging registration of a Financing Statement on the Personal Property Securities Register. To the extent that any or Financing Change Statement in respect of the enforcement provisions Security Interest created by the Hire Agreement.
13.6. The Customer and each Guarantor agrees to not:
(1) register a Financing Change Statement in respect of a Security Interest contemplated or constituted by the Hire Agreement; or
(2) register, or permit to be registered, a Financing Statement or a Financing Change Statement in relation to the Building in favour of a third party without the Supplier’s prior written consent.
13.7. For the purposes of section 20(2) of the PPSA, the collateral is the Building including any Building which is described in any Hire Quotation provided by the Supplier to the Customer from time to time.
13.8. If Chapter 4 of the PPS Act PPSA would otherwise apply to the enforcement of the Security Interests Interest(s) created under or referred to in the Contract or Hire Agreement, the Guarantee, parties agree that the following provisions of the PPS Act PPSA will not applyapply or are waived, as the context requires:
(i1) section 95 (notice of removal of accession), accession to the extent that it requires the secured party Supplier to give a notice to the grantorCustomer or the Guarantor);
(ii2) subsection section 96 (retention of accession);
(3) section 121(4) (enforcement of liquid assets – notice to grantor);
(iii4) section 125 (obligations to dispose of or retain collateral);
(5) sections 129(2), 129(3) and 130 (notice of disposal), disposal to the extent that it requires the secured party Supplier to give a notice to the grantor a noticeCustomer or the Guarantor);
(iv6) paragraph section 132(3)(d) (contents of statement of account after disposal);
(v7) subsection section 132(4) (statement of account if no disposal);
(vi) 8) section 135 (notice of retention);
(vii9) section 142 (redemption of collateral); and
(viii10) section 143 (reinstatement re-instatement of security agreement).
13.9. The Company does not need Customer and each Guarantor will not, without the prior written consent of the Supplier change its name, its details or initiate any change to give the Customer or the Guarantor any notice documentation registered under the PPS Act (including a notice PPSA pursuant to the Hire Agreement.
13.10. The Customer and each Guarantor agrees that, until all monies owing to the Supplier are paid in full, it shall not sell or grant any other Security Interest in the Building or its Proceeds, without the prior written consent of a Verification Statement) unless the notice is required Supplier.
13.11. Unless otherwise agreed and to the extent permitted by the PPS Act and that requirement cannot be excluded. The PPSA, the parties agree that neither party will not to disclose to an “interested person” (as defined in section 275(9) of the PPS Act) or any other person, any information of the kind described referred to in section 275(1) of the PPS ActPPSA to an Interested Person, or any other person requested by an Interested Person. The Customer and each Guarantor waives any right it may have, or but for this clause may have had, under section 275(7)(c) of the Guarantor will not PPSA to authorise the disclosure of the above information.
13.12. If any information provisions of the kind described in section 275(1) Hire Agreement are inconsistent with the PPSA, the PPSA shall prevail to the extent of the PPS Actthat inconsistency.
Appears in 1 contract
Samples: Hire Agreement
Personal Property Securities Act. 18.1 The PPSA applies to these Terms except as it may be specifically excluded in or modified by these Terms.
18.2 The Customer consents to and acknowledges that under these Terms comprise a security agreement and the Contract Supplier has and is granted a Security Interest/s in all present and future personal property including goods, supplied by the Supplier to the Customer grants and the proceeds of those goods in the terms of this Agreement and by granting such Security Interest/s the Customer charges all such property with such Security Interest/s.
18.3 The Security Interest/s created by this Agreement or by virtue of the PPSA is a continuing interest irrespective of whether there are monies or obligations owing by the Customer at any particular time.
18.4 In all other respects the Supplier has a Security Interest(s) Interest/s in relation to the Companygoods supplied by the Supplier to the Customer.
18.5 The Customer must do whatever is necessary in order to allow the Supplier to perfect any Security Interest/s over the goods and their proceeds including to enable such Security Interest to be registered on the PPSA Register.
18.6 Any Security Interest arising under this Agreement or the PPSA attaches to the goods when the Customer or their agent obtains actual or apparent possession of the goods by collection or dispatch from the Supplier's premises or when the goods are actually delivered to the Customer (as determined by this Agreement) whichever is the earlier and not at any later time.
18.7 The Applicant and the Supplier contract out of the provisions of sections 95, including but 96, 117, 118, 121(4), 130, 132(3)(d), 132(4), 142 and 143 of the PPSA and nothing in those provisions will apply to this Agreement.
18.8 The provisions of this Agreement do not limited todiminish or limit any other entitlement or right that the Supplier may have by law and to the extent permitted by the PPSA, the lien in Clause 6. The Customer acknowledges agrees that any provisions of the Contract constitutes a Security Agreement PPSA which are for the purposes of the PPS Act. The Guarantor acknowledges that under the Guarantee the Guarantor grants a Security Interest(s) to the Company, including (without limitation) a charge over all its property. The Guarantor acknowledges that the Guarantee constitutes a Security Agreement for the purposes of the PPS Act. If there is a Security Interest in favour benefit of the Customer or the Guarantor and the Customer or the Guarantor proposes to register the Security Interest under the PPS Act, the Customer or the Guarantor (as applicable) must give the Company written notice prior to the registration that the Customer or the Guarantor (as applicable) proposes to register the Security Interest. The Customer and the Guarantor will do anything reasonably required by the Company to enable the Company to register its Security Interests, with the priority the Company requires, and to maintain the registration. The Security Interests arising under the Contract or the Guarantee attach to the Collateral in accordance with section 19(2) of the PPS Act and the parties confirm that they have not agreed that any Security Interest arising under the Contract or the Guarantee attaches at any later time. The Customer and the Guarantor each acknowledge that the Company may perfect its Security Interests by lodging a Financing Statement which place obligations on the Personal Property Securities Register. To the extent that any of the enforcement provisions of Chapter 4 of the PPS Act Supplier will apply to the Security Interests created under or referred to in the Contract or the Guarantee, the following provisions of the PPS Act will not apply:
(i) section 95 (notice of removal of accession), only to the extent that it requires they are mandatory or the secured party Supplier agrees to their application in writing.
18.9 The Customer must at the Supplier's request:
(a) do all things and execute all documents necessary and within the Customer's power or control to give a notice effect to the grantor;
(ii) subsection 121(4) (enforcement of liquid assets – notice to grantor);
(iii) section 130 (notice of disposal), to the extent that it requires the secured party to give the grantor a notice;
(iv) paragraph 132(3)(d) (contents of statement of account after disposal);
(v) subsection 132(4) (statement of account if no disposal);
(vi) section 135 (notice of retention);
(vii) section 142 (redemption of collateral)any Security Interest created under this Agreement; and
(viiib) section 143 use the Customer's reasonable endeavors to procure from any person considered by the Supplier to be relevant to its security position such agreements and waivers as the Supplier may at any time require.
18.10 The Customer has the right to sell the goods in the course of business for the account of the Supplier and may pass clear title in the goods to bona fide buyers for value without further notice of the rights of the Supplier. Disposal of the goods however by the Customer to a third party (reinstatement of security agreement). The Company does whether by sale, lease, consignment or otherwise) for further disposal by the third party is not need permitted unless the Customer and the Supplier have entered into a distribution agreement in terms satisfactory to give the Supplier.
18.11 A payment by the Customer or the Guarantor any notice under the PPS Act (including a notice of a Verification Statement) unless the notice is required other money paid or received by the PPS Act and that Supplier pursuant to these Terms may be appropriated or attributed by the Supplier in any way it chooses, regardless of any contrary stipulation, requirement cannot be excluded. The parties agree that neither party will disclose to an “interested person” (as defined in section 275(9) or endorsement made by the Customer on or accompanying any payment by or on behalf of the PPS ActCustomer but without limiting the previous provisions of this clause, the Supplier may apply any such payment:
(a) or any other personfirst to satisfy an obligation that is not secured;
(b) second to satisfy an obligation that is secured, any information but not by a Purchase Money Security Interest;
(c) third to satisfy an obligation that is secured by a Purchase Money Security Interest for that obligation and using proceeds from the sale of the kind described in section 275(1collateral subject to that Purchase Money Security Interest; and
(d) of the PPS Act. The Customer and the Guarantor will not authorise the disclosure of fourth to satisfy an obligation that is secured by a Purchase Money Security Interest using funds or proceeds from any information of the kind described in section 275(1) of the PPS Actsource.
Appears in 1 contract
Samples: Terms and Conditions of Trade
Personal Property Securities Act. (a) Capitalised terms in this clause 21, that are not otherwise defined elsewhere in the Contract, have the same meaning as set out in the PPSA unless the context otherwise requires. Ascention Assets Pty Ltd 00 Xxxxxxx Xxxx Xxxxxxx, Xxxxxxx Xxxxxxxxx 0000 XX Xxx 000 Xxxxxxxxxx, XX 0000 P: 08 9267 2343
(b) This agreement constitutes a security agreement pursuant to the PPSA in relation to the Product supplied by Ascention Assets to the Customer and any Product that will be supplied in the future by Ascention Assets to the Customer.
(c) The Customer acknowledges and agrees that under the Contract the Customer grants a Security Interest(s) Interest may be registered by Ascention Assets in relation to the Company, including but not limited to, Product and the lien Proceeds arising in Clause 6. respect of any dealing in the Product in accordance with the PPSA (and in any other manner Ascention Assets considers appropriate).
(d) The Customer acknowledges agrees to do all such things and sign all such documentation and/or provide any further information (such information to be complete accurate and up- to-date in all respects) as are necessary and reasonably required to enable the Ascention Assets to:
(i) acquire a perfected Security Interest in the Product and its Proceeds;
(ii) register a Financing Statement or Financing Change Statement;
(iii) ensure that Ascention Assets’ security position, and rights and obligations are not adversely affected by the Contract constitutes PPSA.
(e) The Customer waives its rights to receive a copy of any Verification Statement after the registration of a Financing Statement or Financing Change Statement in respect of the Security Interest created by the Contract.
(f) The Customer agrees to not:
(i) register a Financing Change Statement in respect of a Security Agreement for Interest contemplated or constituted by the Contract; or
(ii) register, or permit to be registered, a Financing Statement or a Financing Change Statement in relation to the Product in favour of a third party, without Ascention Assets’ prior written consent.
(g) For the purposes of the PPS Act. The Guarantor acknowledges that under the Guarantee the Guarantor grants a Security Interest(s) to the Company, including (without limitation) a charge over all its property. The Guarantor acknowledges that the Guarantee constitutes a Security Agreement for the purposes of the PPS Act. If there is a Security Interest in favour of the Customer or the Guarantor and the Customer or the Guarantor proposes to register the Security Interest under the PPS Act, the Customer or the Guarantor (as applicable) must give the Company written notice prior to the registration that the Customer or the Guarantor (as applicable) proposes to register the Security Interest. The Customer and the Guarantor will do anything reasonably required by the Company to enable the Company to register its Security Interests, with the priority the Company requires, and to maintain the registration. The Security Interests arising under the Contract or the Guarantee attach to the Collateral in accordance with section 19(220(2) of the PPS Act and PPSA, the parties confirm that they have not agreed that collateral is the Product including any Security Interest arising under product which is described in any Purchase Order provided by Ascention Assets to the Contract or the Guarantee attaches at any later Customer from time to time. The Customer and the Guarantor each acknowledge that the Company may perfect its Security Interests by lodging a Financing Statement on the Personal Property Securities Register. To the extent that any of the enforcement provisions of .
(h) If Chapter 4 of the PPS Act PPSA would otherwise apply to the enforcement of the Security Interests Interest(s) created under or referred to in the Contract or Contract, the Guarantee, parties agree that the following provisions of the PPS Act PPSA will not applyapply or are waived, as the context requires:
(i) section 95 (notice of removal of accession), accession to the extent that it requires the secured party Ascention Assets to give a notice to the grantorCustomer);
(ii) subsection section 96 (retention of accession);
(iii) section 121(4) (enforcement of liquid assets – notice to grantor);
(iiiiv) section 125 (obligations to dispose of or retain collateral);
(v) sections 129(2), 129(3) and 130 (notice of disposal), disposal to the extent that it requires the secured party Ascention Assets to give a notice to the grantor a noticeCustomer);
(ivvi) paragraph section 132(3)(d) (contents of statement of account after disposal);
(vvii) subsection section 132(4) (statement of account if no disposal);
(viviii) section 135 (notice of retention);
(viiix) section 142 (redemption of collateral); and
(viiix) section 143 (reinstatement re-instatement of security agreement). .
(i) The Company does not need Customer will not, without the prior written consent of Ascention Assets change its name, its details or initiate any change to give the Customer or the Guarantor any notice documentation registered under the PPS Act PPSA pursuant to the Contract.
(including a notice j) The Customer agrees that, until all monies owing to Ascention Assets are paid in full, it shall not sell or grant any other Security Interest in the Product or its Proceeds, without the prior written consent of a Verification StatementAscention Assets.
(k) unless Unless otherwise agreed and to the notice is required extent permitted by the PPS Act and that requirement cannot be excluded. The PPSA, the parties agree that neither party will not to disclose to an “interested person” (as defined in section 275(9) of the PPS Act) or any other person, any information of the kind described referred to in section 275(1) of the PPS ActPPSA to an Interested Person, or any other person requested by an Interested Person. The Customer and waives any right it may have, or but for this clause may have had, under section 275(7)(c) of the Guarantor will not PPSA to authorise the disclosure of the above information.
(l) If any information provisions of the kind described in section 275(1) Contract are inconsistent with the PPSA, the PPSA shall prevail to the extent of the PPS Actthat inconsistency.
Appears in 1 contract
Samples: Purchase Agreement
Personal Property Securities Act. The Customer acknowledges that under the Contract the Customer grants a Security Interest(s) 9.1 Notwithstanding anything to the Company, including but not limited tocontrary contained in these Conditions, the lien in Clause 6. The Customer acknowledges that the Contract constitutes a Security Agreement for PPSA applies to these Conditions.
9.2 For the purposes of the PPS Act. The Guarantor acknowledges PPSA:
(a) terms used in this clause 9 that under are defined in the Guarantee PPSA have the Guarantor grants same meaning as in the PPSA;
(b) these Conditions are a Security Interest(s) to the Company, including (without limitation) security agreement and Westec has a charge over all its property. The Guarantor acknowledges that the Guarantee constitutes a Security Agreement for the purposes of the PPS Act. If there is a Purchase Money Security Interest in favour all present and future goods supplied by Westec to the Buyer and the proceeds of the Customer goods;
(c) the security interest is a continuing interest irrespective of whether there are monies or the Guarantor and the Customer or the Guarantor proposes to register the Security Interest under the PPS Act, the Customer or the Guarantor (as applicable) must give the Company written notice prior to the registration that the Customer or the Guarantor (as applicable) proposes to register the Security Interest. The Customer and the Guarantor will do anything reasonably required obligations owing by the Company to enable the Company to register its Security Interests, with the priority the Company requires, and to maintain the registration. The Security Interests arising under the Contract or the Guarantee attach to the Collateral in accordance with section 19(2) of the PPS Act and the parties confirm that they have not agreed that any Security Interest arising under the Contract or the Guarantee attaches Buyer at any later particular time. The Customer ; and
(d) the Buyer must do whatever is necessary in order to give a valid security interest over the goods and the Guarantor each acknowledge that the Company may perfect its Security Interests their proceeds which is able to be registered by lodging a Financing Statement Westec on the Personal Property Securities Register. .
9.3 The security interest arising under this clause 9 attaches to the goods when the goods are collected or dispatched from Westec's premises and not at any later time.
9.4 Where permitted by the PPSA, the Buyer waives any rights to receive the notifications, verifications, disclosures or other documentation specified under sections 95, 118, 121(4), 130, 132(3)(d), 132(4), 135 and 157 of the PPSA.
9.5 Westec and the Buyer agree to contract out of and nothing in the provisions of sections 96, 125, 129, 142 and 143 of the PPSA will apply to these Conditions.
9.6 To the extent that any of permitted by the enforcement PPSA, the Buyer agrees that:
(a) the provisions of Chapter 4 of the PPS Act apply to PPSA which are for the Security Interests created under or referred to in the Contract or the Guarantee, the following provisions benefit of the PPS Act Buyer or which place obligations on Westec will not apply:
(i) section 95 (notice of removal of accession), apply only to the extent that it requires the secured party they are mandatory or Westec agrees to give a notice to the grantor;
(ii) subsection 121(4) (enforcement of liquid assets – notice to grantor);
(iii) section 130 (notice of disposal), to the extent that it requires the secured party to give the grantor a notice;
(iv) paragraph 132(3)(d) (contents of statement of account after disposal);
(v) subsection 132(4) (statement of account if no disposal);
(vi) section 135 (notice of retention);
(vii) section 142 (redemption of collateral)their application in writing; and
(viiib) section 143 where Westec has rights in addition to those in Chapter 4 of the PPSA, those rights will continue to apply.
9.7 The Buyer must immediately upon Westec's request:
(reinstatement of security agreement). The Company does not need a) do all things and execute all documents necessary to give effect to the Customer or the Guarantor security interest created under this Contract; and
(b) procure from any notice under the PPS Act person considered by Westec to be relevant to its security position such agreements and waivers (including a notice of a Verification Statementas equivalent to those above) unless as Westec may at any time require.
9.8 Westec may allocate amounts received from the notice is Buyer in any manner Westec determines, including in any manner required by the PPS Act and that requirement cannot be excluded. The parties agree that neither party will disclose to an “interested person” (as defined preserve any Purchase Money Security Interest it has in section 275(9) of the PPS Act) or any other person, any information of the kind described in section 275(1) of the PPS Act. The Customer and the Guarantor will not authorise the disclosure of any information of the kind described in section 275(1) of the PPS Actgoods supplied.
Appears in 1 contract
Samples: Trading Agreement
Personal Property Securities Act. The Customer acknowledges that under 11.1 Unless the Contract context requires otherwise, terms and expressions used in this clause have the Customer grants a Security Interest(s) meanings given to the Companythem in, including but not limited toor by virtue of, the lien in Clause 6. Personal Property
11.2 The Customer Client acknowledges and agrees that the Contract constitutes a these Terms create an accepted and ongoing Security Agreement for the purposes of the PPS Act. PPSA in relation to each and every Order or delivery between GFI and the Client.
11.3 The Guarantor acknowledges that under Client grants GFI a security interest in the Guarantee following collateral:
(a) all present and after acquired property of the Guarantor grants a Security Interest(sClient;
(b) all Goods previously supplied by GFI to the CompanyClient and any proceeds derived from those Goods; and
(c) all Goods to be supplied in the future by GFI to the Client and any proceeds derived from those Goods;
11.4 This security interest secures all moneys owing by the Client to GFI, including whether under these Terms or otherwise.
11.5 The Client acknowledges and agrees that the security interests granted are continuing and subsisting interests over collateral, with priority over any registered or unregistered general (without limitationor other) a charge over all its property. security interest and any unsecured creditor.
11.6 The Guarantor Client acknowledges that the Guarantee constitutes security interests granted over Goods and their respective proceeds constitute a Security Agreement purchase money security interest (PMSI) for the purposes of the PPS Act. If there is a Security Interest in favour of PPSA.
11.7 The Client agrees that GFI may register multiple registrations including ALLPAPs or PMSIs or any third parties to whom the Customer or Client may on sell the Guarantor and the Customer or the Guarantor proposes to register the Security Interest under the PPS Act, the Customer or the Guarantor (as applicable) must give the Company written notice prior to the registration that the Customer or the Guarantor (as applicable) proposes to register the Security Interest. Goods.
11.8 The Customer and the Guarantor Client will do anything everything reasonably required of it by the Company GFI to enable the Company GFI to register its Security Interests, security interests with the priority the Company requires, GFI requires and to maintain the registration. The Security Interests arising under the Contract or the Guarantee attach to the Collateral in accordance with section 19(2) of the PPS Act and the parties confirm that they have not agreed that any Security Interest arising under the Contract or the Guarantee attaches at any later time. The Customer and the Guarantor each acknowledge that the Company may perfect its Security Interests by lodging a Financing Statement on the Personal Property Securities Register. To the extent that any of the enforcement provisions of Chapter 4 of the PPS Act apply to the Security Interests created under or referred to in the Contract or the Guarantee, the following provisions of the PPS Act will not applythose registrations including:
(ia) section 95 (notice of removal of accession), signing any documents and/or providing any information which GFI may reasonably require to register a financing statement or a financing change statement on the extent that it requires the secured party PPSR in relation to give a notice to the grantor;
(ii) subsection 121(4) (enforcement of liquid assets – notice to grantor);
(iii) section 130 (notice of disposal), to the extent that it requires the secured party to give the grantor a notice;
(iv) paragraph 132(3)(d) (contents of statement of account after disposal);
(v) subsection 132(4) (statement of account if no disposal);
(vi) section 135 (notice of retention);
(vii) section 142 (redemption of collateral)security interest; and
(viiib) section 143 (reinstatement correcting a defect in a financing statement or registration.
11.9 The security interests arising under this Agreement will be perfected prior to, on delivery or within a time contemporaneous with the delivery of security agreement). The Company the Goods.
11.10 GFI does not need to give the Customer or the Guarantor Client any notice under the PPS Act PPSA (including a notice of a Verification Statementthe financing statement or verification statement) unless the notice is required by the PPS Act PPSA.
11.11 Any time the Client makes a payment to GFI, irrespective of whether the payment is made under or in connection with this Agreement, GFI may apply that payment:
(a) first to satisfy an obligation that is not secured;
(b) second, to satisfy an obligation that is secured, but not by a PMSI;
(c) third, to satisfy an obligation that is secured by a PMSI for that obligation and using proceeds from the sale of the collateral subject to that requirement canPMSI;
(d) fourth, to satisfy an obligation that is secured by a PMSI using funds or proceeds from any source; or
(e) despite the foregoing, any manner GFI as the secured party sees fit.
11.12 For the avoidance of doubt and without prejudice to GFI’s rights under the PPSA, the Client:
(a) may process the Goods supplied by GFI to the Client and accession or commingle them with other property in which case GFI will have a security interest in any processed, accession or commingled Goods;
(b) may sell the Goods to its clients and the Client is obligated to notify the third party that GFI has a priority security interest in the Goods and the proceeds of salewhich is not be excluded. extinguished until all payments or obligations owing to GFI are met in full; and
(c) will, where and when applicable and instructed by GFI, implement, maintain and comply in all material respects with, procedures for the perfection of security interests, including taking all steps under the PPSA to perfect continuously any such security interest.
11.13 If Chapter 4 of the PPSA would otherwise apply to the enforcement of the security interests created under these Terms, the Client agrees that sections 95, 120, 121(4), 125, 128, 129, 130, 132, 134, 135, 142, 143 and 157 of the PPSA will not apply to the enforcement of those security interests.
11.14 The parties agree that neither party will Client agrees not to disclose to an “interested 'Interested person” ' (as defined in section 275(9) of the PPS ActPPSA) or any other person, any information Information of the kind described in section 275(1) of the PPS ActPPSA including these Terms as the Security Agreement between the Client and GFI.
11.15 The Client agrees to keep and maintain all Goods free of any mortgage, charge, lien, or security interest except as created under these Terms and not otherwise to deal with Goods in a way that will, or may, prejudice the rights of GFI under these Terms or the PPSA.
11.16 The Client irrevocably grants to GFI the right to enter any premises or property of the Client without notice, and without being in any way liable to the Client or any other person, if GFI has cause to exercise any of its rights under the PPSA, and in particular under section 123, and the Client agrees to indemnify GFI against any such liability whatsoever.
11.17 The Client’s right to possession of Goods still owned by GFI under these Terms will cease if:
(a) the Client, being an individual, commits an act of bankruptcy;
(b) the Client, being a corporate entity, commits an act of insolvency;
(c) the Client fails to comply with any demand for payment issued by GFI;
(d) circumstances arise where a receiver, manager, administrator or controller becomes entitled to take possession of any of the Client’s assets, any proceedings are instituted for winding up, or the Client enters into a Deed of Company Arrangement; or
(e) the Client ceases or threatens to cease conducting business in the normal manner or applied for deregistration or receives a deregistration notice; or
(f) the Client is in breach of any of these Terms or is in default of any other agreement with GFI.
11.18 The Client agrees that GFI is entitled to enter any premises where the Goods supplied by GFI are still unpaid for, repossess and sell such Goods. The Customer Client agrees to indemnify and the Guarantor will not authorise the disclosure keep GFI indemnified in respect of any information claims, actions and costs that may arise against GFI in relation to the removal, repossession and sale of the kind described in section 275(1) Goods pursuant to these Terms including any claims brought by third parties.
11.19 The Client agrees that repossession of the PPS ActGoods pursuant to the PPSA will only satisfy so much of the monies which may still be payable to GFI by the Client, and is equivalent to GFI’s estimation of the market value of the Goods as it is at the date of repossession. On repossession of the Goods by GFI, any rights the Client may have to the Goods will immediately extinguish.
11.20 Until any obligations owed to GFI by the Client are discharged in full, the Client must not give GFI a written demand or allow any other person to give GFI a written demand requiring GFI to register a financing change statement under the PPSA or enter into or allow any other person to enter into the PPSR, a financing change statement.
11.21 In addition to any other rights provided by law or under any other transaction document, at any time after an event of default has occurred:
(a) each security interest arising under this Agreement or any collateral becomes immediately enforceable;
(b) GFI may at any time, by notice to the Client, declare all or part of the secured money to be due and payable immediately, on demand or at a later date as GFI may specify in the notice, and GFI:
(i) may, in the name of the Client or otherwise, at any time, do anything that the Client, or if the Client is a corporation or trust, its directors or trustee (as the case may be), could do in relation to the collateral;
(ii) has all other rights conferred by law in relation to the collateral; and
(iii) may appoint one or more Receivers, and may do anything that a Receiver may do under clause 12.
Appears in 1 contract
Samples: Terms and Conditions
Personal Property Securities Act. The Customer acknowledges 5.1 All terms capitalised in this clause that under are not defined in these terms and conditions take their meaning as defined in the Contract the Customer grants a Security Interest(sPPS Act.
5.2 This agreement:
(a) to the Company, including but not limited to, the lien in Clause 6. The Customer acknowledges that the Contract constitutes a Security Agreement for the purposes of the PPS Act. The Guarantor acknowledges that under the Guarantee the Guarantor grants ; and
(b) creates a Security Interest(sInterest in:
(i) the Equipment previously supplied by the Owner to the CompanyCustomer; and
(ii) all future Equipment supplied by the Owner to the Customer.
5.3 The Customer must do all things necessary to assist the Owner to continuously perfect any Security Interest arising under this agreement, including (without limitation) a charge over all its property. The Guarantor acknowledges that signing any documents or providing any information the Guarantee constitutes a Security Agreement Owner reasonably requests for the purposes of protecting its interest under the PPS Act. .
5.4 Any Equipment supplied by the Owner to the Customer will constitute a Purchase Money Security Interest (PMSI).
5.5 The PMSI will continue for any Equipment coming into existence or for the Proceeds from the sale of the Equipment.
5.6 Until title passes from the Owner to the Customer under this agreement, the Customer will not permit any Security Interest to be created in the Equipment without the Owner’s written consent.
5.7 If there is the Equipment supplied by the Owner to the Customer are commingled with any other property, the Owner will have a Security Interest in favour those commingled Equipment including the Equipment supplied under this agreement.
5.8 The Customer must not lodge or permit the lodgement of a Financing Change Statement or an Amendment Demand in respect of the Equipment without the Owner’s consent.
5.9 The Customer must immediately notify the Owner in writing of any change in the Customer’s name or other identifying characteristics of the Customer or the Guarantor and Equipment in which the Owner holds any Security Interest.
5.10 To the maximum extent permitted by the PPS Act:
(a) the Owner does not have to give a notice to the Customer of any action the Owner takes in accordance with sections 95 or 121(4) of the Guarantor proposes PPS Act;
(b) the Owner does not have to register give a notice under section 130 of the PPS Act;
(c) the Owner does not have to give the details required under section 132(3)(d) of the PPS Act;
(d) the Owner does not have to give a written statement of account under section 132(4)of the PPS Act;
(e) the Owner does not have to give a notice required under section 135 of the PPS Act;
(f) no person can redeem the Security Interest in the Equipment under section 142 of the PPS Act without the Owner’s consent; and
(g) no person may reinstate the Security Agreement under section 143 of the PPS Act without the Owner’s consent.
5.11 For the purposes of section 275(6) of the PPS Act, the Customer or the Guarantor (as applicable) must give the Company written notice prior keep confidential any information relating to the registration this agreement that the Customer or the Guarantor (as applicable) proposes to register the Security Interest. The Customer and the Guarantor will do anything reasonably required by the Company to enable the Company to register its Security Interests, with the priority the Company requires, and to maintain the registration. The Security Interests arising under the Contract or the Guarantee attach to the Collateral in accordance with section 19(2) of the PPS Act and the parties confirm that they have not agreed that any Security Interest arising under the Contract or the Guarantee attaches at any later time. The Customer and the Guarantor each acknowledge that the Company may perfect its Security Interests by lodging a Financing Statement on the Personal Property Securities Register. To the extent that any of the enforcement provisions of Chapter 4 of the PPS Act apply to the Security Interests created under or referred to is in the Contract or the Guarantee, the following provisions nature of the PPS Act will not apply:
(i) section 95 (notice of removal of accession), to the extent information that it requires the secured party to give a notice to the grantor;
(ii) subsection 121(4) (enforcement of liquid assets – notice to grantor);
(iii) section 130 (notice of disposal), to the extent that it requires the secured party to give the grantor a notice;
(iv) paragraph 132(3)(d) (contents of statement of account after disposal);
(v) subsection 132(4) (statement of account if no disposal);
(vi) section 135 (notice of retention);
(vii) section 142 (redemption of collateral); and
(viii) section 143 (reinstatement of security agreement). The Company does not need to give the Customer or the Guarantor any notice an interested person could access under the PPS Act (including a notice of a Verification Statement) unless the notice is required by the PPS Act and that requirement cannot be excluded. The parties agree that neither party will disclose to an “interested person” (as defined in section 275(9) of the PPS Act) or any other person, any information of the kind described in section 275(1) of the PPS Act. The Customer and the Guarantor will not authorise the disclosure of any information of the kind described in section 275(1) of the PPS Act.
Appears in 1 contract
Samples: Equipment Hire Agreement
Personal Property Securities Act. The Where ARCO has supplied the Goods to the Customer but title in the Goods has not yet passed to the Customer, the Customer acknowledges that under the Contract the Customer grants a Security Interest(s) to the Company, including but not limited to, the lien in Clause 6. The Customer acknowledges that the Contract and agrees that: this Agreement constitutes a Security Agreement security agreement for purposes of the PPSA; the Goods constitute personal property for the purposes of PPSA; ARCO is granted a purchase money security interest (“PMSI”) under PPSA in the PPS Act. The Guarantor acknowledges that under the Guarantee the Guarantor grants a Security Interest(s) to the Company, including (without limitation) a charge over all its property. The Guarantor acknowledges that the Guarantee constitutes a Security Agreement for the purposes Goods and sale proceeds of the PPS Act. If there is a Security Interest in favour of the Customer or the Guarantor and the Customer or the Guarantor proposes Goods to secure all amounts owed to ARCO; ARCO may register the Security Interest under the PPS Act, the Customer or the Guarantor (as applicable) must give the Company written notice prior to the registration that the Customer or the Guarantor (as applicable) proposes to register the Security Interest. The Customer and the Guarantor will do anything reasonably required by the Company to enable the Company to register its Security Interests, with the priority the Company requires, and to maintain the registration. The Security Interests arising under the Contract or the Guarantee attach to the Collateral in accordance with section 19(2) of the PPS Act and the parties confirm that they have not agreed that any Security Interest arising under the Contract or the Guarantee attaches at any later time. The Customer and the Guarantor each acknowledge that the Company may perfect its Security Interests by lodging a Financing Statement PMSI on the Personal Property Securities Register. To Register (“PPSR”); it will undertake to do all things necessary and provide ARCO on request all information ARCO requires to register financing statement or financing change on the extent that PPSR; it undertakes not to change its name in any form or other details on the PPSR without first notifying and requesting written consent from ARCO; it will, if requested by ARCO, pay to ARCO the costs of registering and maintaining registration of ARCO’s PMSI on the PPSR, within fourteen (14) days of the enforcement provisions of Chapter 4 of the PPS Act apply to the Security Interests created under or referred to in the Contract or the Guarantee, the following provisions of the PPS Act will request; ARCO need not apply:
(i) section 95 (notice of removal of accession), to the extent that it requires the secured party to give a notice to the grantor;
(ii) subsection 121(4) (enforcement of liquid assets – notice to grantor);
(iii) section 130 (notice of disposal), to the extent that it requires the secured party to give the grantor a notice;
(iv) paragraph 132(3)(d) (contents of statement of account after disposal);
(v) subsection 132(4) (statement of account if no disposal);
(vi) section 135 (notice of retention);
(vii) section 142 (redemption of collateral); and
(viii) section 143 (reinstatement of security agreement). The Company does not need to give the Customer or the Guarantor any notice under the PPS Act PPSA (including a notice of verification statement or a Verification Statementfinancing change statement) unless the notice is required by the PPS Act PPSA and that requirement cannot be excluded. The parties agree that neither ; no party will may disclose to an “interested person” (as defined in section 275(9) of the PPS Act) or any other person, any information of the kind described referred to in section 275(1) of the PPS Act. The Customer PPSA (except where the parties may do so and where required due to the operation of section 275(1) of the PPSA (except where the parties may do so and where required due to the operation of section 275(7) of the PPSA) and the Guarantor will Customer must not authorise the disclosure of such information; it appoints ARCO as its attorney to sign in the Customer’s name all documents which ARCO considers necessary to enforce and to protect its rights under the Agreement; to the maximum extent permitted by law, it waives any information rights it may have pursuant to, and the parties contract out of, sections 95, 118, 123, 125, 128, 129, 130, 132(1), 132(4), 135, 137, 142 and 143 of the kind described PPSA; it will not create any security interest in section 275(1) connection with the Goods or allow such a security to arise without prior consent of ARCO; it will not sell, assign or otherwise dispose of the PPS ActGoods without the consent of ARCO; it will not allow any personal property to become accession to, or commingled with, any property that is not the Goods as defined in the Agreement; and unless otherwise defined in the Agreement, the terms and expressions used in clause 11 have the meanings given to them, or by virtue of, the PPSA.
Appears in 1 contract
Samples: Retail Sales Agreement
Personal Property Securities Act. The Customer acknowledges 46.1 For the purposes of this Clause 46:
(a) the ‘Principal’s Personal Property’ means all personal property the subject of a security interest granted under this Contract; and
(b) words and phrases used in this Clause 46 that under have defined meanings in the PPS Law have the same meaning as in the PPS Law unless the context otherwise indicates.
46.2 If the Principal determines that this Contract the Customer grants (or a Security Interest(stransaction in connection with it) to the Company, including but not limited to, the lien in Clause 6. The Customer acknowledges that the Contract constitutes is or contains a Security Agreement security interest for the purposes of the PPS Act. The Guarantor acknowledges that under Law, the Guarantee Contractor agrees to do anything (including obtaining consents, signing and producing documents, getting documents completed and signed and supplying information) which the Guarantor grants a Security Interest(s) to the Company, including (without limitation) a charge over all its property. The Guarantor acknowledges that the Guarantee constitutes a Security Agreement Principal asks and considers necessary for the purposes of the PPS Act. If there is a Security Interest in favour of the Customer or the Guarantor and the Customer or the Guarantor proposes to register the Security Interest under the PPS Act, the Customer or the Guarantor (as applicable) must give the Company written notice prior to the registration that the Customer or the Guarantor (as applicable) proposes to register the Security Interest. The Customer and the Guarantor will do anything reasonably required by the Company to enable the Company to register its Security Interests, with the priority the Company requires, and to maintain the registration. The Security Interests arising under the Contract or the Guarantee attach to the Collateral in accordance with section 19(2) of the PPS Act and the parties confirm that they have not agreed that any Security Interest arising under the Contract or the Guarantee attaches at any later time. The Customer and the Guarantor each acknowledge that the Company may perfect its Security Interests by lodging a Financing Statement on the Personal Property Securities Register. To the extent that any of the enforcement provisions of Chapter 4 of the PPS Act apply to the Security Interests created under or referred to in the Contract or the Guarantee, the following provisions of the PPS Act will not applyof:
(ia) section 95 (notice of removal of accession)ensuring that the security interest is enforceable, to the extent that it requires the secured party to give a notice to the grantorperfected and otherwise effective;
(iib) subsection 121(4) (enforcement of liquid assets – notice enabling the Principal to grantor);apply for any registration, complete any financing statement or give any notification, in connection with the security interest; and/or
(iiic) section 130 (notice of disposal), enabling the Principal to exercise rights in connection with the extent that it requires the secured party to security interest.
46.3 The Principal need not give the grantor a notice;
(iv) paragraph 132(3)(d) (contents of statement of account after disposal);
(v) subsection 132(4) (statement of account if no disposal);
(vi) section 135 (notice of retention);
(vii) section 142 (redemption of collateral); and
(viii) section 143 (reinstatement of security agreement). The Company does not need to give the Customer or the Guarantor any notice under the PPS Act PPSA (including a notice of a Verification Statementverification statement) unless the notice is required by the PPS Act PPSA to be given.
46.4 The Contractor must notify the Principal as soon as the Contractor becomes aware of any of the following:
(a) if any personal property which does not form part of the Principal’s Personal Property becomes an accession to the Principal’s Personal Property and is subject to a security interest in favour of a third party, that requirement canhas attached at the time it becomes an accession; or
(b) if any of the Principal’s Personal Property is located or situated outside Australia or, upon request by the Principal, of the present location or situation of any of the Principal’s Personal Property.
46.5 The Contractor must not:
(a) create any security interest or lien over any of the Principal’s Personal Property whatsoever (other than security interests granted in favour of the Principal);
(b) sell, lease or dispose of its interest in the Principal’s Personal Property;
(c) give possession of the Principal’s Personal Property to another person except where the Principal expressly authorises it to do so;
(d) permit any of the Principal’s Personal Property to become an accession to or commingled with any asset that is not be excluded. The parties agree that neither party part of the Works; or
(e) change its name without first giving the Principal 15 Business Days’ notice of the new name or relocate its principal place of business outside Australia or change its place of registration or incorporation.
46.6 Everything the Contractor is required to do under this Clause 46 is at the Contractor’s expense.
46.7 Neither the Principal nor the Contractor will disclose to an “interested person” (as defined in section 275(9) of the PPS Act) or any other person, any information of the kind described mentioned in section 275(1) of the PPS Act. The Customer PPSA and the Guarantor Contractor will not authorise authorise, and will ensure that no other Party authorises, the disclosure of any information such information. This Clause 46 does not prevent disclosure where such disclosure is required under section 275 of the kind described in PPSA because of the operation of section 275(1275(7) of the PPS ActPPSA.
Appears in 1 contract
Samples: General Conditions of Contract
Personal Property Securities Act. 12.1 AHV NZ shall retain the title to all Products supplied by it until such time as the Buyer has complied fully with his obligations arising from the Agreement.
12.2 The Customer Buyer acknowledges that under the Contract the Customer grants and agrees that:
(a) these conditions for sale and delivery constitute a Security Interest(s) to the Company, including but not limited to, the lien in Clause 6. The Customer acknowledges that the Contract constitutes a Security Agreement security agreement for the purposes of the PPS Act. The Guarantor acknowledges that under the Guarantee the Guarantor grants a Security Interest(s) to the Company, including (without limitation) a charge over all its property. The Guarantor acknowledges that the Guarantee constitutes a Security Agreement for the purposes of the PPS Act. If there is a Security Interest in favour of the Customer or the Guarantor and the Customer or the Guarantor proposes to register the Security Interest under the PPS Act, the Customer or the Guarantor (as applicable) must give the Company written notice prior to the registration that the Customer or the Guarantor (as applicable) proposes to register the Security Interest. The Customer and the Guarantor will do anything reasonably required by the Company to enable the Company to register its Security Interests, with the priority the Company requires, and to maintain the registration. The Security Interests arising under the Contract or the Guarantee attach to the Collateral in accordance with section 19(2) of the PPS Act and the parties confirm that they have not agreed that any Security Interest arising under the Contract or the Guarantee attaches at any later time. The Customer and the Guarantor each acknowledge that the Company may perfect its Security Interests by lodging a Financing Statement on the Personal Property Securities Register. To the extent that any of the enforcement provisions of Chapter 4 of the PPS Act apply to the Security Interests created under or referred to in the Contract or the Guarantee, the following provisions of the PPS Act will not apply:
(i) section 95 (notice of removal of accession), to the extent that it requires the secured party to give a notice to the grantor;
(ii) subsection 121(4) (enforcement of liquid assets – notice to grantor);
(iii) section 130 (notice of disposal), to the extent that it requires the secured party to give the grantor a notice;
(iv) paragraph 132(3)(d) (contents of statement of account after disposal);
(v) subsection 132(4) (statement of account if no disposal);
(vi) section 135 (notice of retention);
(vii) section 142 (redemption of collateral)PPSA; and
(viiib) section 143 (reinstatement AHZ NZ holds a security interest in the Products as security for payment, for any other amounts owing by the Buyer to the AHV NZ, and for the performance by the Buyer of all the Buyer’s obligations.
12.3 The Buyer consents to AHV NZ effecting a registration, at its discretion, of a financing statement or financing change statement on the personal properties security agreement). The Company does not need to give the Customer or the Guarantor any notice register established under the PPS Act (including a notice PPSA in relation to any security interest arising under or in connection with or contemplated by these conditions of a Verification Statement) unless the notice is required by the PPS Act sale and that requirement candelivery.
12.4 The Buyer agrees not be excluded. The parties agree that neither party will to disclose to an “interested person” (as defined in section 275(9) of the PPS Act) or any other person, any information of the kind described contemplated by section 177 of the PPSA.
12.5 The Buyer waives its right to receive notice of a verification statement in section 275(1relation to any registration by AHV NZ on the PPSA register.
12.6 The Buyer agrees to promptly execute any documents, provide all relevant information, fully cooperate with AHV NZ and do any other act or thing that AHV NZ requires to ensure that AHV NZ has a perfected security interest in, and has priority over any other security interests in the Good supplied or otherwise.
12.7 To the extent permitted by law, the Buyer and AHV NZ agree that:
(a) for the purposes of sections 107 of the PPSA, AHV NZ need not comply with sections 116, 120(2), 121, 125, 126, 127, 129 or 131 of the PPSA; and
(b) the parties agree that nothing in sections 114(1)(a) (which relates to a debtor’s right to receive notice of sale of collateral by a secured party, and 133 and 134 (which relate to a debtor’s rights to reinstate a security interest after default) of the PPS Act. PPSA shall apply to these conditions for sale and delivery, or the security under these conditions for sale and delivery.
12.8 In this clause, terms used which are defined in the PPSA have the meaning given to those terms in the PPSA.
12.9 The Customer Supplier consents to the Buyer selling or otherwise disposing of the Products in the ordinary course of the Buyer’s business before title has passed, and confirms that clear title may pass to the buyer in those circumstances (and the Guarantor will Supplier’s security in those Products (but not authorise their proceeds) is automatically released on the disclosure passing of any information of the kind described in section 275(1) of the PPS Acttitle).
Appears in 1 contract
Personal Property Securities Act. 18.1 For the purposes of this clause, PPSA means the Personal Property Securities Act 1999 as amended from time to time. Where a particular section or term from the PPSA is used in this Deed, it is deemed to be that section or term as defined or used in the PPSA as amended, renumbered, or replaced from time to time.
18.2 To the extent permitted by law and as consideration for Camplify providing the Camplify Promise, the Owner hereby grants Camplify a security interest, as defined in the PPSA, in the Equipment and in all proceeds from the Equipment. The Customer acknowledges that under the Contract the Customer grants a Security Interest(s) Owner will only exercise its rights in relation to the Company, including but not limited toproceeds from the Equipment if the Equipment is lost or stolen.
18.3 The Owner acknowledges and agrees that this Agreement constitutes a security agreement in relation to Xxxxxxxx’s security interest in all present and after-acquired goods in accordance with the PPSA.
18.4 To the extent permitted by law, the lien in Clause 6. The Customer acknowledges that following provisions of the Contract constitutes a Security Agreement PPSA do not apply and for the purposes of section 107 of the PPS Act. PPSA are contracted out of in this Agreement:
(a) section 114(1)(a) (Notice of sale of collateral to debtor);
(b) section 116 (Secured party to give statement of account to debtor);
(c) section 120(2) (Proposal of secured party to retain collateral);
(d) section 121 (Persons entitled to notice may object to proposal);
(e) section 125 (Secured party must not damage goods when removing accession);
(f) section 126 (Persons entitlement to reimbursement for damage caused when removing accession);
(g) section 127 (Person entitled to reimbursement may refuse permission to remove accession);
(h) section 129 (Secured party must give notice of remove of accession);
(i) section 131 (Court may make order concerning removal of accession);
(j) section 133 (Reinstating agreement if default remedied).
18.5 The Guarantor acknowledges that under the Guarantee the Guarantor grants a Security Interest(sOwner consents to:
(a) and agrees to execute any other document or instrument required to give effect to the Companysecurity interests created by this Agreement; and
(b) the registration with the relevant authority or public register of any security interest created by this Agreement or any other document required to give effect to a security interest created by this Agreement, including (without limitation) a charge over all its property. The Guarantor acknowledges that the Guarantee constitutes a Security Agreement for the purposes of the PPS Act. If there is a Security Interest in favour of the Customer or the Guarantor and the Customer or the Guarantor proposes to register the Security Interest under the PPS Act, the Customer or the Guarantor (as applicable) must give the Company written notice prior to limitation the registration that the Customer of a financing statement or the Guarantor (as applicable) proposes to register the Security Interest. The Customer and the Guarantor will do anything reasonably required by the Company to enable the Company to register its Security Interests, with the priority the Company requires, and to maintain the registration. The Security Interests arising under the Contract or the Guarantee attach to the Collateral in accordance with section 19(2) of the PPS Act and the parties confirm that they have not agreed that any Security Interest arising under the Contract or the Guarantee attaches at any later time. The Customer and the Guarantor each acknowledge that the Company may perfect its Security Interests by lodging a Financing Statement financing change statement on the Personal Property Securities Register. To the extent that any .
18.6 The Owner must pay all costs of the enforcement provisions of Chapter 4 of the PPS Act apply and incidental to the Security Interests created under or referred preparation, execution and registration of any instrument which is executed for the purposes of giving effect to in the Contract or the Guarantee, the following provisions of the PPS Act will not apply:
(i) section 95 (notice of removal of accession), this clause and must also pay all costs incidental to the extent that it requires the secured party to give a notice to the grantor;
(ii) subsection 121(4) (enforcement withdrawal, discharge, or release of liquid assets – notice to grantor);
(iii) section 130 (notice of disposal), to the extent that it requires the secured party to give the grantor a notice;
(iv) paragraph 132(3)(d) (contents of statement of account after disposal);
(v) subsection 132(4) (statement of account if no disposal);
(vi) section 135 (notice of retention);
(vii) section 142 (redemption of collateral); and
(viii) section 143 (reinstatement of security agreement). The Company does not need to give the Customer or the Guarantor any notice under the PPS Act (including a notice of a Verification Statement) unless the notice is required by the PPS Act and that requirement cannot be excluded. The parties agree that neither party will disclose to an “interested person” (as defined in section 275(9) of the PPS Act) or any other person, any information of the kind described in section 275(1) of the PPS Act. The Customer and the Guarantor will not authorise the disclosure of any information of the kind described in section 275(1) of the PPS Actsuch instrument.
Appears in 1 contract
Samples: Owner Terms and Conditions
Personal Property Securities Act. The Customer acknowledges that under the Contract the Customer grants a Security Interest(s) ‘PPSA’)
10.1. This clause applies to the Company, including but not limited to, the lien extent that Hireways' interest in Clause 6. The Customer acknowledges that the Contract constitutes respect of a Security Agreement hire provided for in this agreement is a ‘security interest’ for the purposes of the Personal Property Securities Xxx 0000 (Cth) (“PPS ActLaw”). References to PPS Law in this agreement include references to amended, replacement and successor provisions or legislation.
10.2. Hireways may register any actual impending or likely security interest that arises under this Master Hire Agreement and in the Plant. The Guarantor acknowledges Hirer may not make any Claim against Hireways in respect of any registration even if it is determined that under the Guarantee the Guarantor grants Hireways should not have registered a Security Interest(s) to the Company, including (without limitation) a charge over all its propertysecurity interest. The Guarantor acknowledges that the Guarantee constitutes a Security Agreement Hirer must do anything (such as obtaining consents and signing documents) which Hireways requires for the purposes of of:
a) Ensuring that Hireways' security interest in the PPS Act. If there Plant is a Security Interest in favour of the Customer or the Guarantor enforceable, perfected and the Customer or the Guarantor proposes to register the Security Interest otherwise effective under the PPS Act, Law;
b) Enabling Hireways to gain first priority (or any other priority agreed to by Hireways in writing) for its security interest; and
c) Enabling Hireways to exercise rights in connection with the Customer or the Guarantor (as applicable) must give the Company written notice prior to the registration that the Customer or the Guarantor (as applicable) proposes to register the Security Interestsecurity interest.
10.3. The Customer rights of Hireways under this document are in addition to and not in substitution for Hireways' rights under other law (including the Guarantor PPS Law) and Hireways may choose whether to exercise rights under this document, and/or under such other law, as it sees fit. To avoid any doubt about it Hireways' security interest will do anything reasonably required by the Company to enable the Company to register its Security Interests, with the priority the Company requires, and to maintain the registration. The Security Interests arising under the Contract or the Guarantee attach to the Collateral in accordance with section 19(2) of the PPS Act and the parties confirm that they have not agreed that any Security Interest arising under the Contract or the Guarantee attaches at any later time. The Customer and the Guarantor each acknowledge that the Company may perfect its Security Interests by lodging a Financing Statement on the Personal Property Securities Registerproceeds.
10.4. To the extent that any of the enforcement provisions of Chapter 4 of the PPS Act apply PPSA applies to the Security Interests created any security interest under or referred to in the Contract or the Guaranteethis agreement, the following provisions of the PPS Act will Law do not apply:
(i) apply and, for the purposes of section 115 of the PPS Law are “contracted out” of this agreement in respect of all goods to which that section can be applied: section 95 (notice of removal of accession), accession to the extent that it requires the secured party Hireways to give a notice to the grantor;
Hirer); section 96 (ii) subsection retention of accession); section 121(4) (enforcement of liquid assets – notice to grantor);
; section 125 (iiiobligations to dispose of or retain collateral); section 121(4) (notice of grantor); section 125 (obligations to dispose of or retain collateral); section 130 (notice of disposal), disposal to the extent that it requires the secured party Hireways to give a notice to the grantor a notice;
(ivHirer); section 129(2) paragraph 132(3)(dand 129(3); section 132(3) (contents d)(contents of statement of account after disposal);
(v) subsection 132(4) (statement ; section 132(4)(statement of account if no disposal);
(vi) ; section 135 (notice of retention);
(vii) ; section 142 (redemption of collateral); and
(viii) and section 143 (reinstatement re-instatement of security agreement).
10.5. The Company does not need to give To the Customer or extent they apply, the Guarantor any notice under the PPS Act (including a notice of a Verification Statement) unless the notice is required by the PPS Act and that requirement cannot be excluded. The parties agree that neither party will disclose to an “interested person” (as defined in section 275(9) following provisions of the PPS ActLaw; section 123 (seizing collateral); section 126 (apparent possession); section 128 (secured party may dispose of collateral); section 129 (disposal by purchase); and section 134(1) (retention of collateral) confer rights on Hireways. Hirer agrees that in addition to those rights, Hireways shall, if there is default by Hirer, have the right to seize, purchase, take possession or apparent possession, retain, deal with or dispose of any other persongoods, not only under those sections but also, as additional and independent rights, under this document and the Hirer agrees that Hireways may do so in any manner it sees fit including (in respect of dealing and disposal) by private or public sale, lease or license.
10.6. The Hirer waives its rights to receive a verification statement in relation to registration events in respect of commercial property under section 157 of the PPS Law. This waiver also extends to any verification statement in respect of security interests arising or provided for under security agreements prior to the date of this agreement.
10.7. The Hirer agrees that the following provisions of the PPS Law will not apply and the Hirer will have no rights under them: section 127; section 129(2) & (3); section 130(1), section 132; section 134(2); section 135, section 136(3), (4) & (5) and section 137.
10.8. Hireways and the Hirer agree not to disclose information of the kind described in that can be requested under section 275(1) of the PPS ActLaw. The Customer and the Guarantor will not authorise the disclosure of Hirer waives any information of the kind described in right it may have had under section 275(1275(7)(c) of the PPS ActLaw to authorize disclosure of that information. The Hirer must do everything necessary on its part to ensure that section 275(6) (a) of the PPS Law continues to apply. The agreement in this sub-clause is made solely for the purpose of allowing to Hireways the benefit of section 275(6)(a) and Hireways shall not be liable to pay damages or any other compensation or be subject to injunction in respect of any actual or threatened breach of this sub-clause.
10.9. The Hirer must not dispose or purport to dispose of, or create or purport to create or permit to be created any ‘security interest’ (as defined in PPS Law) in the Plant or register a financing statement in relation to the equipment other than with the express written consent of Hireways. The Hirer must not lease, hire, bail or give possession (‘sub-hire’) of the Plant to anyone else unless Hireways (in its absolute discretion) first consents in writing. Any such sub-hire must be in writing in a form acceptable to Hireways and must be expressed to be subject to the rights of Hireways under this agreement. Hirer may not vary sub-hire without the prior written consent of Hireways (which may be withheld in its absolute discretion).
10.10. The Hirer must ensure that Hireways is provided at all times with up-to-date information about the sub-hire including the identity of the sub-hirer, the terms of and state of accounts and payment under the sub-hire and the location and condition of the Plant.
10.11. The Hirer must take all steps including registration under PPS Law as may be required to:
a) Ensure that any security interest arising under or in respect of the sub-hire is enforceable, perfected and otherwise effective under the PPS Law;
b) Enabling the Hirer to gain (subject always to the rights of Hireways) first priority (or any other priority agreed to by Hireways in writing) for the security interest; and
c) Enabling Hireways and the Hirer to exercise their respective rights in connection with the security interest.
10.12. To assure performance of its obligations under this agreement, the Hirer hereby gives Hireways an irrevocable power of attorney to do anything Hireways considers the Hirer should do under this agreement. Hireways may recover from Hirer the cost of doing anything under this clause 10, including registration fees.
10.13. The Hirer must notify Hireways of any change in change in writing of the Hirer’s details set out in the Application for Credit.
10.14. For the purposes of section 20(2) of the PPS Law, the collateral is the Plant set out in any quote and or Master Hire Agreement. The quote or Master Hire Agreement is the security agreement for the purposes of the PPS Law.
Appears in 1 contract
Samples: Master Hire Agreement
Personal Property Securities Act. 12.1 Ownership of the Goods remains with the Seller until all the amounts owing by the Customer to the Seller (including without limitation to the purchase price of the Goods and other debts owing to the Seller) have been paid in full.
12.2 The Customer acknowledges that under the Contract the Customer grants a Security Interest(s) to the Company, including but not limited to, the lien in Clause 6. The Customer acknowledges that the Contract constitutes this Agreement and these Terms and Conditions constitute a Security Agreement for the purposes of the PPS Act. The Guarantor acknowledges that under the Guarantee the Guarantor grants a Security Interest(s) to the Company, including (without limitation) a charge over all its property. The Guarantor acknowledges that the Guarantee constitutes a Security Agreement for the purposes of the PPS Act. If there is which creates a Security Interest in favour of the Customer or Seller in the Guarantor and following Collateral for the purpose of securing the Customer’s required payments to the Seller under the Agreement:
a) All Goods (including any Commingled Goods) supplied by the Seller to the Customer or the Guarantor proposes from time to register the Security Interest under the PPS Acttime; and
b) The Customer’s All Present and After Acquired Personal Property.
12.3 Further to clause 12.2, the Customer or the Guarantor (as applicable) must give the Company written notice prior grants to the registration Seller a Purchase Money Security Interest.
12.4 The Customer accepts, acknowledges and agrees that:
a) the Seller can, affect and maintain a Registration (in any manner that the Seller considers appropriate) of its Security Interest on the PPSR in relation to any Security Interest created, contemplated or constituted by this Agreement;
b) the Customer or waives its rights under s.157 of the Guarantor (as applicable) proposes PPSA to register the Security Interest. The Customer and the Guarantor will do anything reasonably required receive notification of a Registration by the Company Seller;
c) Pursuant to enable the Company to register its Security Interests, with the priority the Company requires, and to maintain the registration. The Security Interests arising under the Contract or the Guarantee attach to the Collateral in accordance with section 19(2275(6) of the PPS Act and PPSA, the parties confirm that they have Customer agrees the Seller is not agreed that any required to disclose to an interested person information pertaining to the Seller’s Security Interest arising under unless required to do so pursuant to the Contract PPSA or the Guarantee attaches at any later time. law generally.
12.5 The Customer will:
a) sign any documents and/or provide any further information (which information the Customer warrants to be complete, accurate and up-to-date in all respects) and/or assistance which the Guarantor each acknowledge that the Company Seller may perfect reasonably require to enable perfection of its Security Interests by lodging Interest or Registration of a Financing Statement or Financing Change Statement on the PPSR;
b) give the Seller not less than 14 days’ written notice of any proposed change in their name and/or any other changes in their details (including but not limited to, changes in their address, facsimile number, email address, trading name or business activities);
c) indemnify the Seller against any costs the Seller incurs in perfecting and maintaining its perfected Security Interest in the Goods or such other Personal Property Securities Register. To under the extent that PPSA and any costs the Seller may incur in the course of enforcing any of its rights under this Agreement, the enforcement provisions PPSA or at law generally;
d) procure from any persons considered by the Seller to be relevant to its security position, such agreement and waivers as the Seller may at any time reasonably require.
12.6 The Customer undertakes not to:
a) register a Financing Change Statement in respect of a Security Interest contemplated or constituted by the Agreement without the Seller’s prior written consent;
b) register, or permit to be registered, a Financing Statement or a Financing Change statement in respect of a Security Interest contemplated or constituted by this Agreement in favour of a third party without the Seller’s prior written consent.
12.7 If Chapter 4 of the PPS Act PPSA would otherwise apply to the enforcement of a Security Interests created under or referred Interest arising in connection with this Agreement to in which these Terms and Conditions apply, the Contract or the Guarantee, Customer agrees that the following provisions of the PPS Act PPSA will not applyapply to the enforcement of the Agreement:
(ia) section Section 95 (notice of removal of accession), to the extent that it requires the secured party Seller to give a notice to the grantorCustomer;
b) Section 96 (iiwhen a person with an interest in the whole may retain an accession);
c) subsection Subsection 121(4) (enforcement of liquid assets – notice to grantor);
d) Section 125 (iiiobligation to dispose of or retain collateral);
e) section Section 129 (disposal by purchase);
f) Section 130 (notice of disposaldisposal of collateral), to the extent that it requires the secured party Seller to give a notice to the grantor a noticeCustomer;
(ivg) paragraph Section 132(3)(d) (contents of statement of account after disposal);
(vh) subsection Section 132(4) (statement of account if no disposal);
(vii) section Section 135 (notice of retentionretention of collateral);
(viij) section Section 142 (redemption of collateral); and
(viiik) section Section 143 (reinstatement of security agreement). The Company does not need .
12.8 Notices or documents required or permitted to give be given to the Customer or Seller for the Guarantor any notice under the PPS Act (including a notice of a Verification Statement) unless the notice is required by the PPS Act and that requirement cannot be excluded. The parties agree that neither party will disclose to an “interested person” (as defined in section 275(9) purposes of the PPS Act) or any other person, any information of PPSA must be given in accordance with the kind described in section 275(1) of the PPS Act. The Customer and the Guarantor will not authorise the disclosure of any information of the kind described in section 275(1) of the PPS ActPPSA.
Appears in 1 contract
Samples: Confidentiality Agreement
Personal Property Securities Act. 11.1. The Customer acknowledges and agrees that under the Contract these Terms are an accepted and adopted Security Agreement between Urban Republic and the Customer grants for the purposes of the PPSA and that a Security Interest(s) Interest exists in all Goods supplied to the Company, including but not limited toCustomer (and their proceeds).
11.2. To secure payment of the secured money and performance of the Customer's obligations to Urban Republic, the lien Customer charges all of its legal and equitable interest (including as beneficial owner, both present and future) of whatsoever nature held in Clause 6any and all real property in favour of Urban Republic.
11.3. The Customer acknowledges, agrees and grants to Urban Republic, a Security Interest in:
(a) all Goods and any proceeds previously supplied by Urban Republic to the Customer;
(b) all Goods and any proceeds that will be supplied in the future by Urban Republic to the Customer; and
(c) all present and after acquired property (AllPAAP) of the Customer.
11.4. The above Security Interest secures all moneys owing by the Customer to Urban Republic under these Terms or otherwise.
11.5. The Customer acknowledges and agrees the Security Interest is a continuing and subsisting interest in the Goods with priority over any registered or unregistered general (or other) Security Interest and any unsecured creditor.
11.6. The Customer acknowledges that the Contract constitutes Security Interest over Goods or their proceeds arising under these Terms as and where applicable will be a purchase money Security Agreement for the purposes of the PPS Act. The Guarantor acknowledges that under the Guarantee the Guarantor grants a Security Interest(sInterest (PMSI) and deemed to be inventory to the Company, including (without limitation) a charge over all its property. The Guarantor acknowledges extent that the Guarantee constitutes a Security Agreement for the purposes it secures payment of the PPS Act. If there is a Security Interest amounts owing in favour of the Customer or the Guarantor and the Customer or the Guarantor proposes to register the Security Interest under the PPS Act, the Customer or the Guarantor (as applicable) must give the Company written notice prior relation to the registration that the Customer or the Guarantor (as applicable) proposes to register the Security InterestGoods.
11.7. The Customer and the Guarantor will do anything everything reasonably required of it by the Company Urban Republic to enable the Company Urban Republic to register its Security Interests, Interests with the priority the Company requires, Urban Republic requires and to maintain the registrationthose registrations, including to correct a defect in a financing statement.
11.8. The Security Interests arising under the Contract or the Guarantee attach this clause 11 will be perfected by Urban Republic prior to the Collateral in accordance with section 19(2) Customer obtaining possession on delivery of the PPS Act Goods and the parties confirm that they have not agreed that any Security Interest arising under the Contract or the Guarantee this clause 11 attaches at any later time.
11.9. The Customer and the Guarantor each acknowledge that the Company may perfect its Security Interests by lodging a Financing Statement on the Personal Property Securities Register. To the extent that any of the enforcement provisions of Chapter 4 of the PPS Act apply to the Security Interests created under or referred to in the Contract or the Guarantee, the following provisions of the PPS Act will not apply:
(i) section 95 (notice of removal of accession), to the extent that it requires the secured party to give a notice to the grantor;
(ii) subsection 121(4) (enforcement of liquid assets – notice to grantor);
(iii) section 130 (notice of disposal), to the extent that it requires the secured party to give the grantor a notice;
(iv) paragraph 132(3)(d) (contents of statement of account after disposal);
(v) subsection 132(4) (statement of account if no disposal);
(vi) section 135 (notice of retention);
(vii) section 142 (redemption of collateral); and
(viii) section 143 (reinstatement of security agreement). The Company Urban Republic does not need to give the Customer or the Guarantor any notice under the PPS Act PPSA (including a notice of a Verification Statementthe financing statement or verification statement) unless the notice is required by the PPS Act PPSA.
11.10. Any time the Customer makes a payment to Urban Republic, irrespective of whether the payment is made under or in connection with this Agreement, Urban Republic may apply that payment:
(a) first to satisfy an obligation that is not secured;
(b) second, to satisfy an obligation that is secured, but not by a PMSI;
(c) third, to satisfy an obligation that is secured by a PMSI for that obligation and using proceeds from the sale of the collateral subject to that requirement cannot be excludedPMSI; and
(d) fourth, to satisfy an obligation that is secured by a PMSI using funds or proceeds from any source.
11.11. For the avoidance of doubt and without prejudice to Urban Republic’s rights under the PPSA, the Customer:
(a) may process the Goods supplied by Urban Republic to the Customer and accession or commingle them with other property in which case Urban Republic will have a Security Interest in any processed, accession and commingled Goods;
(b) may sell the Goods to its customers, provided that any customer or third- party purchase is given notice of Urban Republic’s security interest in the Goods, and if it does so, then Urban Republic will have a Security Interest in the proceeds of sale; and
(c) will, where and when applicable and instructed by Urban Republic, implement, maintain and comply in all material respects with, procedures for the perfection of Security Interests, including taking all steps under the PPSA to perfect continuously any such Security Interest.
11.12. The parties agree Customer agrees that neither party sections 95, 120, 121(4), 125, 128, 129, 130, 132, 134, 135, 142, 143 and 157 of the PPSA will not apply to the enforcement of those Security Interests.
11.13. The Customer agrees not to disclose to an “interested 'Interested person” ' (as defined in section 275(9) of the PPS ActPPSA) or any other person, any information Information of the kind described in section 275(1) of the PPS ActPPSA including these Terms as the security agreement between the Customer and Urban Republic. 11.14. The Customer and will notify Urban Republic immediately in writing if the Guarantor will not authorise Customer changes its name or address for service, contact details or if there are any changes required under the disclosure PPSA in respect of any information of the kind described in section 275(1) of the PPS Actthese Terms.
Appears in 1 contract
Samples: Standard Terms of Sale
Personal Property Securities Act. The Customer acknowledges that under the Contract the Customer grants a Security Interest(s) ‘PPSA’)
10.1. This clause applies to the Company, including but not limited to, the lien extent that PQRS’s interest in Clause 6. The Customer acknowledges that the Contract constitutes respect of a Security Agreement hire provided for in this agreement is a ‘security interest’ for the purposes of the Personal Property Securities Xxx 0000 (Cth) (“PPS ActLaw”). References to PPS Law in this agreement include references to amended, replacement and successor provisions or legislation.
10.2. PQRS may register any actual impending or likely security interest that arises under this Master Hire Agreement and in the Plant. The Guarantor acknowledges Hirer may not make any Claim against PQRS in respect of any registration even if it is determined that under the Guarantee the Guarantor grants PQRS should not have registered a Security Interest(s) to the Company, including (without limitation) a charge over all its propertysecurity interest. The Guarantor acknowledges that the Guarantee constitutes a Security Agreement Hirer must do anything (such as obtaining consents and signing documents) which PQRS requires for the purposes of of:
a) Ensuring that PQRS’s security interest in the PPS Act. If there Plant is a Security Interest in favour of the Customer or the Guarantor enforceable, perfected and the Customer or the Guarantor proposes to register the Security Interest otherwise effective under the PPS Act, Law;
b) Enabling PQRS to gain first priority (or any other priority agreed to by PQRS in writing) for its security interest; and
c) Enabling PQRS to exercise rights in connection with the Customer or the Guarantor (as applicable) must give the Company written notice prior to the registration that the Customer or the Guarantor (as applicable) proposes to register the Security Interestsecurity interest.
10.3. The Customer rights of PQRS under this document are in addition to and not in substitution for PQRS’s rights under other law (including the Guarantor PPS Law) and PQRS may choose whether to exercise rights under this document, and/or under such other law, as it sees fit. To avoid any doubt about it PQRS’s security interest will do anything reasonably required by the Company to enable the Company to register its Security Interests, with the priority the Company requires, and to maintain the registration. The Security Interests arising under the Contract or the Guarantee attach to the Collateral in accordance with section 19(2) of the PPS Act and the parties confirm that they have not agreed that any Security Interest arising under the Contract or the Guarantee attaches at any later time. The Customer and the Guarantor each acknowledge that the Company may perfect its Security Interests by lodging a Financing Statement on the Personal Property Securities Registerproceeds.
10.4. To the extent that any of the enforcement provisions of Chapter 4 of the PPS Act apply PPSA applies to the Security Interests created any security interest under or referred to in the Contract or the Guaranteethis agreement, the following provisions of the PPS Act will Law do not apply:
(i) apply and, for the purposes of section 115 of the PPS Law are “contracted out” of this agreement in respect of all goods to which that section can be applied: section 95 (notice of removal of accession), accession to the extent that it requires the secured party PQRS to give a notice to the grantor;
Hirer); section 96 (ii) subsection retention of accession); section 121(4) (enforcement of liquid assets – notice to grantor);
; section 125 (iiiobligations to dispose of or retain collateral); section 121(4) (notice of grantor); section 125 (obligations to dispose of or retain collateral); section 130 (notice of disposal), disposal to the extent that it requires the secured party PQRS to give a notice to the grantor a notice;
(ivHirer); section 129(2) paragraph 132(3)(d) (contents and 129(3); section 132(3)(d)(contents of statement of account after disposal);
(v) subsection 132(4) (statement ; section 132(4)(statement of account if no disposal);
(vi) ; section 135 (notice of retention);
(vii) ; section 142 (redemption of collateral); and
(viii) and section 143 (reinstatement re-instatement of security agreement).
10.5. The Company does not need to give To the Customer or extent they apply, the Guarantor any notice under the PPS Act (including a notice of a Verification Statement) unless the notice is required by the PPS Act and that requirement cannot be excluded. The parties agree that neither party will disclose to an “interested person” (as defined in section 275(9) following provisions of the PPS ActLaw; section 123 (seizing collateral); section 126 (apparent possession); section 128 (secured party may dispose of collateral); section 129 (disposal by purchase); and section 134(1) (retention of collateral) confer rights on PQRS. Hirer agrees that in addition to those rights, PQRS shall, if there is default by Hirer, have the right to seize, purchase, take possession or apparent possession, retain, deal with or dispose of any other persongoods, not only under those sections but also, as additional and independent rights, under this document and the Hirer agrees that PQRS may do so in any manner it sees fit including (in respect of dealing and disposal) by private or public sale, lease or license.
10.6. The Hirer waives its rights to receive a verification statement in relation to registration events in respect of commercial property under section 157 of the PPS Law. This waiver also extends to any verification statement in respect of security interests arising or provided for under security agreements prior to the date of this agreement.
10.7. The Hirer agrees that the following provisions of the PPS Law will not apply and the Hirer will have no rights under them: section 127; section 129(2) & (3); section 130(1), section 132; section 134(2); section 135, section 136(3), (4) & (5) and section 137.
10.8. PQRS and the Hirer agree not to disclose information of the kind described in that can be requested under section 275(1) of the PPS ActLaw. The Customer and the Guarantor will not authorise the disclosure of Hirer waives any information of the kind described in right it may have had under section 275(1275(7)(c) of the PPS ActLaw to authorize disclosure of that information. The Hirer must do everything necessary on its part to ensure that section 275(6) (a) of the PPS Law continues to apply. The agreement in this sub-clause is made solely for the purpose of allowing to PQRS the benefit of section 275(6)(a) and PQRS shall not be liable to pay damages or any other compensation or be subject to injunction in respect of any actual or threatened breach of this sub-clause.
10.9. The Hirer must not dispose or purport to dispose of, or create or purport to create or permit to be created any ‘security interest’ (as defined in PPS Law) in the Plant or register a financing statement in relation to the equipment other than with the express written consent of PQRS. The Hirer must not lease, hire, bail or give possession (‘sub-hire’) of the Plant to anyone else unless PQRS (in its absolute discretion) first consents in writing. Any such sub-hire must be in writing in a form acceptable to PQRS and must be expressed to be subject to the rights of PQRS under this agreement. Hirer may not vary sub-hire without the prior written consent of PQRS (which may be withheld in its absolute discretion).
10.10. The Hirer must ensure that PQRS is provided at all times with up-to-date information about the sub-hire including the identity of the sub-hirer, the terms of and state of accounts and payment under the sub-hire and the location and condition of the Plant.
10.11. The Hirer must take all steps including registration under PPS Law as may be required to:
a) Ensure that any security interest arising under or in respect of the sub-hire is enforceable, perfected and otherwise effective under the PPS Law;
b) Enabling the Hirer to gain (subject always to the rights of PQRS) first priority (or any other priority agreed to by PQRS in writing) for the security interest; and
c) Enabling PQRS and the Hirer to exercise their respective rights in connection with the security interest.
10.12. To assure performance of its obligations under this agreement, the Hirer hereby gives PQRS an irrevocable power of attorney to do anything PQRS considers the Hirer should do under this agreement. PQRS may recover from Hirer the cost of doing anything under this clause 10, including registration fees.
10.13. The Hirer must notify PQRS of any change in change in writing of the Hirer’s details set out in the Application for Credit.
10.14. For the purposes of section 20(2) of the PPS Law, the collateral is the Plant set out in any quote and or Master Hire Agreement. The quote or Master Hire Agreement is the security agreement for the purposes of the PPS Law.
Appears in 1 contract
Samples: Master Hire Agreement