Common use of Pledged Notes Clause in Contracts

Pledged Notes. (i) If any Grantor shall receive or become entitled to receive any Pledged Note after the Closing Date, it shall promptly (and in any event within 2 Business Days of receipt thereof) deliver to Agent a duly executed Pledged Note Addendum identifying such Pledged Note; (ii) No Grantor will waive or release any obligation of any party to the Pledged Notes without the prior consent of Agent; (iii) No Grantor will take or omit to take any action or suffer or permit any action to be omitted or taken, the taking or omission of which would result in any right of offset against sums payable under the Pledged Notes; (iv) Each Grantor shall give Agent copies of all notices (including notices of default) given or received with respect to the Pledged Notes promptly after giving or receiving such notice; and (v) Without Agent’s prior written consent, each Grantor shall not, and shall not agree to, assign or surrender its rights and interests under the Pledged Notes nor terminate, cancel, modify, change, supplement or amend the Pledged Notes.

Appears in 3 contracts

Samples: Security Agreement (Baseline Oil & Gas Corp.), Security Agreement (Baseline Oil & Gas Corp.), Security Agreement (Baseline Oil & Gas Corp.)

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Pledged Notes. (i) If any Grantor shall receive or become entitled to receive any Pledged Note after the Closing Date, it shall promptly (and in any event within 2 5 Business Days of receipt thereof) deliver to Agent a duly executed Pledged Note Addendum identifying such Pledged Note; (ii) No Grantor will waive or release any obligation of any party to the Pledged Notes without the prior consent of Agent; (iii) No Grantor will take or omit to take any action or suffer or permit any action to be omitted or taken, the taking or omission of which would result in any right of offset against sums payable under the Pledged Notes; (iv) Each Grantor shall give Agent copies of all notices (including notices of default) given or received with respect to the Pledged Notes promptly after giving or receiving such notice; and (v) Without Agent’s prior written consent, each Grantor shall not, and shall not agree to, assign or surrender its rights and interests under the Pledged Notes nor terminate, cancel, modify, change, supplement or amend the Pledged Notes.

Appears in 1 contract

Samples: Security Agreement (Foothills Resources Inc)

Pledged Notes. (i) If any Grantor shall receive or become entitled to receive any Pledged Note after Within twenty (20) Business Days of the Closing Date, it Imaging Holdings Corp. shall, and shall promptly cause Linotype GmbH to (A) evidence that certain Intercompany Note in favor of Imaging Holdings Corp. (as more fully described in Schedule 4.16 to the Credit Agreement) in writing and in any event within 2 Business Days of receipt thereof(B) deliver cause such Intercompany Note to Agent be a duly executed Pledged Note Addendum identifying such Pledged Note;under this Agreement. (ii) No Grantor Grantors (A) without the prior written consent of Agent, will not (1) waive or release any obligation of any party to Person that is obligated under any of the Pledged Notes without the prior consent of Agent; Notes, (iii2) No Grantor will take or omit to take any action or knowingly suffer or permit any action to be omitted or taken, the taking or omission of which would result in any right of offset against sums payable under the Pledged Notes; , or (iv3) Each Grantor other than Permitted Dispositions, assign or surrender their rights and interests under any of the Pledged Notes or terminate, cancel, modify, change, supplement or amend the Pledged Notes, and (B) shall give provide to Agent copies of all material written notices (including notices of default) given or received with respect to the Pledged Notes promptly after giving or receiving such notice; and , except, in the case of clause (vA) Without Agent’s prior written consent, each Grantor shall not, and shall where failure to do so would not agree to, assign or surrender its rights and interests under the Pledged Notes nor terminate, cancel, modify, change, supplement or amend the Pledged Notesreasonably be expected to result in a Material Adverse Change.

Appears in 1 contract

Samples: Security Agreement (Monotype Imaging Holdings Inc.)

Pledged Notes. (i) If any Grantor shall receive or become entitled to receive any Pledged Note after the Closing Date, it shall promptly (and in any event within 2 Business Days of receipt thereof) deliver to Agent a duly executed Pledged Note Addendum identifying such Pledged Note; (ii) No Grantor will waive or release any material obligation of any party to the Pledged Notes without the prior reasonable consent of Agent; (iii) No Grantor will take or omit to take any action or suffer or permit any action to be omitted or taken, the taking or omission of which would result in any right of offset against sums payable under the Pledged Notes; (iv) Each Grantor shall give Agent copies of all material notices (including notices of default) given or received with respect to the Pledged Notes promptly after giving or receiving such notice; and (v) Without Agent’s 's reasonable prior written consent, each Grantor shall not, and shall not agree to, assign or surrender its rights and interests under the Pledged Notes nor terminate, cancel, modify, change, supplement or amend the Pledged Notes.

Appears in 1 contract

Samples: Security Agreement (Take Two Interactive Software Inc)

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Pledged Notes. (i) If any Grantor shall receive or become entitled to receive any Pledged Note after the Closing Date, it shall promptly (and in any event within 2 5 Business Days of receipt thereof) deliver to Agent a duly executed Pledged Note Addendum (substantially in the form of Exhibit E hereto) identifying such Pledged Note; (ii) No Grantor will waive or release any obligation of any party to the Pledged Notes without the prior consent of Agent; (iii) No Grantor will take or omit to take any action or suffer or permit any action to be omitted or taken, the taking or omission of which would result in any right of offset against sums payable under the Pledged Notes; (iv) Each Grantor shall give Agent copies of all notices (including notices of default) given or received with respect to the any Pledged Notes Note promptly after giving or receiving such notice; and (v) Without Agent’s prior written consent, each Grantor shall not, and shall not agree to, assign or surrender its rights and interests under the any Pledged Notes Note with a principal amount greater than $100,000, nor terminate, cancel, modify, change, supplement or amend the any such Pledged NotesNote.

Appears in 1 contract

Samples: Security Agreement (Velocity Express Corp)

Pledged Notes. (i) If any Grantor shall receive or become entitled to receive any Pledged Note after the Closing Date, it shall promptly (and in any event within 2 Business Days of receipt thereof) deliver to Agent a duly executed Pledged Note Addendum identifying such Pledged Note; (ii) No Grantor will waive or release any obligation of any party to the Pledged Notes without the prior consent of Agent; (iii) No Grantor will take or omit to take any action or suffer or permit any action to be omitted or taken, the taking or omission of which would result in any right of offset against sums payable under the Pledged Notes; (iv) Each Grantor shall give Agent copies of all notices (including notices of default) given or received with respect to the Pledged Notes promptly after giving or receiving such notice; and (v) Without Agent’s 's prior written consent, each Grantor shall not, and shall not agree to, assign or surrender its rights and interests under the Pledged Notes nor terminate, cancel, modify, change, supplement or amend the Pledged Notes.

Appears in 1 contract

Samples: Security Agreement (Dune Energy Inc)