Pledged Assets Sample Clauses
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Pledged Assets. Each Loan Party will (a) cause all real Property interests related to the Borrowing Base Properties (other than the Designated Outparcels), all personal Property (including, without limitation, any and all construction drawings, construction plans and architectural renderings relating thereto) owned by the Loan Parties and relating to any Borrowing Base Properties (other than vehicles subject to certificates of title) and all of the Pledged Interests to be subject at all times to first priority, perfected and, in the case of the real Property interest in each Borrowing Base Property (whether leased or owned), title insured Liens in favor of the Administrative Agent to secure the Obligations pursuant to the terms and conditions of the Collateral Documents or, with respect to any such Property acquired subsequent to the Closing Date that becomes a Borrowing Base Property, such other additional security documents as the Administrative Agent shall reasonably request, subject in any case only to Permitted Liens; (b) except to the extent the delivery of the following would, in the judgment of the Administrative Agent, be redundant or duplicative of such items delivered in connection with or under the Existing Credit Agreement with respect to any Collateral described in the foregoing clause (a), deliver such other documentation as the Administrative Agent may reasonably request in connection with the foregoing, including, without limitation, appropriate UCC-1 financing statements, real estate title insurance policies, surveys, environmental reports, landlord’s waivers, certified resolutions and other organizational and authorizing documents of such Person, favorable opinions of counsel to such Person (which shall cover, among other things, the legality, validity, binding effect and enforceability of the documentation referred to above and the perfection of the Administrative Agent’s Liens thereunder) and other items of the types required to be delivered pursuant to Section 5.01(c) and (d), all in form, content and scope reasonably satisfactory to the Administrative Agent; (c) indemnify and/or reimburse (as applicable) the Administrative Agent for any and all costs, expenses, losses, claims, fees or other amounts paid or incurred by the Administrative Agent to the extent paid or incurred in connection with the filing or recording of any documents, agreement or instruments related to the Collateral, the protection of any of the Collateral, its rights and interests ...
Pledged Assets. Each Loan Party will (i) cause all of its owned and leased real and personal Property other than Excluded Property to be subject at all times to first priority, perfected and, in the case of real Property, title insured Liens in favor of the Administrative Agent to secure the Obligations pursuant to the terms and conditions of the Collateral Documents or, with respect to any such Property acquired subsequent to the Closing Date, such other additional security documents as the Administrative Agent shall reasonably request, subject in any case to Permitted Liens and (ii) deliver such other documentation as the Administrative Agent or the Required Lenders may reasonably request in connection with the foregoing, including, without limitation, appropriate UCC-1 financing statements, real estate title insurance policies, surveys, environmental reports, certified resolutions and other organizational and authorizing documents of such Person, favorable opinions of counsel to such Person (which shall cover, among other things, the legality, validity, binding effect and enforceability of the documentation referred to above entered into after the Closing Date and the perfection of the Administrative Agent’s Liens thereunder) and other items of the types required to be delivered pursuant to Section 5.01(d), all in form, content and scope reasonably satisfactory to the Administrative Agent; provided, however, that in no event shall the Borrower be required to obtain landlord waivers or other similar instruments relating to leased Property except to the extent required by Section 7.16. Without limiting the generality of the above, the Loan Parties will cause (a) 100% of the issued and outstanding Capital Stock of each Domestic Subsidiary and (b) 65% (or such greater percentage that, due to a change in an applicable Law after the date hereof, (1) could not reasonably be expected to cause the undistributed earnings of such Foreign Subsidiary as determined for United States federal income tax purposes to be treated as a deemed dividend to such Foreign Subsidiary’s United States parent and (2) could not reasonably be expected to cause any material adverse tax consequences) of the issued and outstanding Capital Stock entitled to vote (within the meaning of Treas. Reg. Section 1.956-2(c)(2)) and 100% of the issued and outstanding Capital Stock not entitled to vote (within the meaning of Treas. Reg. Section 1.956-2(c)(2)) of each Foreign Subsidiary directly owned by the Borrowe...
Pledged Assets. 6 3.3 Stockholders' Representative.................................. 8
Pledged Assets. Each Credit Party will (i) cause all of its owned Property other than Excluded Property, and (ii) to the extent deemed to be material by the Agent or the Requisite Lender in its or their sole reasonable discretion, use commercially reasonable efforts to cause all of its leased Property other than Excluded Property, to be subject at all times to first priority, perfected and, in the case of owned real Property, title insured Liens in favor of the Agent to secure the Credit Party Obligations pursuant to the terms and conditions of the Collateral Documents or, with respect to any such Property acquired subsequent to the Closing Date, such other additional security documents as the Agent shall reasonably request, subject in any case to Permitted Liens. In keeping with the requirements of the preceding sentence, each Credit Party will use commercially reasonable efforts to cause to be delivered to the Agent, with respect to any real Property acquired by such Person subsequent to the Closing Date and required by this Section 7.13 to be pledged to the Agent, such real property documents, instruments and other items, in form reasonably acceptable to the Agent, as the Agent shall reasonably request in order the provide the Agent with a first priority, perfected and title insured Lien in such real Property to secure the Credit Party Obligations. Without limiting the generality of the above, the Credit Parties will cause (i) 100% of the issued and outstanding Capital Stock of the Borrower, (ii) 100% of the issued and outstanding Capital Stock of each Domestic Subsidiary and (iii) 65% (or such greater percentage that, due to a change in an applicable Requirement of Law after the date hereof, (i) could not reasonably be expected to cause the undistributed earnings of such Foreign Subsidiary as determined for United States federal income tax purposes to be treated as a deemed dividend to such Foreign Subsidiary's United States parent and (ii) could not reasonably be expected to cause any material adverse tax consequences) of the issued and outstanding Capital Stock entitled to vote (within the meaning of Treas. Reg.
Section 1. 956-2(c)(2)) and 100% of the issued and outstanding Capital Stock not entitled to vote (within the meaning of Treas. Reg.
Section 1. 956-2(c)(2)) of each Foreign Subsidiary directly owned by the Parent or any Domestic Subsidiary to be subject at all times to a first priority, perfected Lien in favor of the Agent pursuant to the terms and condition...
Pledged Assets. Cause all of its owned personal property other than Excluded Property to be subject at all times to perfected Liens in favor of the Administrative Agent, for the benefit of the holders of the Obligations, to secure the Obligations pursuant to the terms and conditions of the Collateral Documents or, with respect to any such property acquired subsequent to the Closing Date, such other additional security documents as the Administrative Agent shall reasonably request, subject only to Permitted Liens and in the case of any Subsidiary that becomes a Loan Party after the date hereof, deliver such documentation as the Administrative Agent may reasonably request in connection with the foregoing, including, without limitation, appropriate UCC-1 financing statements, documents of the types referred to in Sections 5.01(f) and (g) for such Subsidiary and, if requested by Administrative Agent, favorable opinions of counsel to such Person (which shall cover, among other things, the legality, validity, binding effect and enforceability of the documentation referred to above and the perfection of the Administrative Agent’s Liens thereunder), all in form, content and scope reasonably satisfactory to the Administrative Agent. Notwithstanding anything to the contrary contained herein or in the other Loan Documents, the Lenders and the Administrative Agent agree that, unless an Event of Default has occurred and is continuing, the Borrower and the other Loan Parties will not be required to take any action to perfect Liens on the Collateral to secure the Obligations other than the filing of UCC-1 financing statements naming each Loan Party as debtor and the Administrative Agent as secured party.
Pledged Assets. Except as indicated on the related Mortgage Loan Schedule, no Mortgage Loan is subject to the Company’s pledged asset program;
Pledged Assets. Each Credit Party will cause (i) all of its owned real properties and personal property (other than fixtures located at ▇▇▇ ▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ 10017) located in the United States, (ii) to the extent deemed to be material by the Agent in its sole reasonable discretion, all of its other owned real properties and personal property and (iii) all of its leased real properties located in the United States to be subject at all times to first priority, perfected and, in the case of real property (whether leased or owned), title insured Liens in favor of the Agent pursuant to the terms and conditions hereunder or under any of the other Credit Documents or, with respect to any such property acquired subsequent to the Closing Date, such other additional security documents as the Agent shall reasonably request. Without limiting the generality of the above, the Credit Parties will cause 100% of the capital stock (or other equity interests) in each of their direct or indirect Domestic Subsidiaries and, to the extent permitted by applicable law, 65% of the capital stock (or other equity interests) in each of their direct Foreign Subsidiaries to be subject at all times to a first priority, perfected Lien in favor of the Agent pursuant to the terms and conditions hereunder, under any of the other Credit Documents or under such other security documents as the Agent shall reasonably request; provided that, notwithstanding the foregoing, the Credit Parties shall not be required to cause the Agent's Lien in 65% of the equity interests of A.K.H., S.A. to be perfected unless, if A.K.H., S.A. has any assets, A.K.H., S.A. shall not have been dissolved by the first anniversary of the Closing Date. If, subsequent to the Closing Date, a Credit Party shall (a) acquire any intellectual property, securities, instruments, chattel paper or other personal property required to be delivered to the Agent as collateral hereunder or under any of the other Credit Documents or (b) acquire or lease any real property, the Borrower shall promptly (and in any event within three (3) Business Days after any officer of a Credit Party acquires knowledge of same) notify the Agent of same. Each Credit Party shall take such action, at its own expense, as requested by the Agent to ensure that the Banks have a first priority perfected Lien in (i) all owned real properties and personal property of the Credit Parties located in the United States, (ii) to the extent deemed to be material by the...
Pledged Assets. (a) As collateral security for the payment of any Purchase Price Adjustment under Section 2.1, or any indemnification obligations of the Stockholders pursuant to Article 9, Juecla shall, and by execution hereof does hereby, transfer, pledge and assign to USFloral, for the benefit of USFloral, a security interest in the following assets (the "Pledged Assets"):
(i) at the Closing, that number of shares of USFloral Common Stock with a value, based on the Initial Price, equal to ten percent (10%) of the Purchase Price as the same may have been adjusted pursuant to Section 1.2 or Section 2.1 hereof, and the certificates and instruments, if any, representing or evidencing Juecla's Pledged Assets;
(ii) all securities hereafter delivered to Juecla with respect to or in substitution for Juecla's Pledged Assets, all certificates and instruments representing or evidencing such securities, and all non-cash dividends and other property at any time received, receivable or otherwise distributed in respect of or in exchange for any or all thereof; and in the event Juecla receives any such property, Juecla shall hold such property in trust for USFloral and shall immediately deliver such property to USFloral to be held hereunder as Pledged Assets; and
(iii) all cash and non-cash proceeds of all of the foregoing property and all rights, titles, interests, privileges and preferences appertaining or incident to the foregoing property.
(b) Each certificate, if any, evidencing Juecla's Pledged Assets issued in its name in the Stock Purchase shall be delivered to USFloral directly by the transfer agent, such certificate bearing no restrictive or cautionary legend other than those imprinted by the transfer agent at USFloral's request. Juecla shall, at the Closing, deliver to USFloral, for each such certificate, a stock power duly signed in blank by it.
(c) The Pledged Assets shall be available to satisfy any Purchase Price Adjustment pursuant to Section 2.1 and any indemnification obligations of the Stockholder pursuant to Article 9 until the date which is one year after the Closing Date (the "Release Date"). Promptly following the Release Date, USFloral shall return or cause to be returned to the Stockholders the Pledged Assets, less Pledged Assets having an aggregate value equal to the amount of (i) any Purchase Price Adjustment under Section 2.1, (ii) any pending claim for indemnification made by any Indemnified Party (as defined in Article 9) until such claim is resolved, and ...
Pledged Assets. All accounts receivable, accounts, chattel paper, contracts, contract rights (including, without limitation, royalty agreements, license agreements and distribution agreements), documents, instruments, money, cash or cash equivalents, deposit accounts and general intangibles, including, without limitation, returns, repossessions, books and records relating thereto, equipment containing said books and records, computer hardware, furniture, and all investment property including securities and securities entitlements;
Pledged Assets. Each of the Company and the Guarantors shall: