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Common use of PPS Act Clause in Contracts

PPS Act. ‌ 9.1 Unless a contrary intention appears, words or expressions used in this clause 9 that are defined in the PPS Act have the same meaning as given to them in the PPS Act. 9.2 The Purchaser agrees that this Contract constitutes a security agreement for the purposes of the PPS Act and creates a security interest (as defined in the PPS Act) in all Goods previously supplied by the Company to the Purchaser and all future Goods supplied to the Purchaser. 9.3 The Purchaser agrees to do all such things, including providing any necessary consents, signing all necessary documents, and providing any further information, as reasonably required by the Company from time to time, to enable the Company to register a first ranking perfected security interest in respect of all Goods supplied by the Company to the Purchaser, or exercise any rights in connection with any security interest. 9.4 The Purchaser acknowledges that it shall be liable for the costs and expenses incurred by the Company in relation to the registration, maintenance, enforcement or discharge of any security interest, and must make payment to the Company for any such reasonable costs incurred by the Company on demand by the Company. 9.5 The Purchaser acknowledges that it shall assist the Company, to the extent required, in relation to the registration, maintenance, enforcement or discharge of any security interest. 9.6 Until such time as title to the Goods passes to the Purchaser, the Purchaser agrees not to register, or permit to be registered, a security agreement in relation to the Goods in favour of a third party without the prior written consent of the Company. 9.7 The Purchaser acknowledges that it shall not, without prior written notice to the Company, change its corporate or trading name or amend any registration documentation, or act in any manner, which would adversely impact on the Company’s registered security interest. 9.8 The Company need not give any notice to the Purchaser or any other person (including a notice of verification statement) unless the notice is required to be given by the PPS Act and cannot be excluded. 9.9 The Purchaser agrees pursuant to section 115 of the PPS Act: (a) that sections 125, 142 and 143 of the PPS Act do not apply to this Contract; and (b) to waive its right to receive any notice, details, or other document from the Company under sections 95, 121(4), 130, 135, 132(3)(d) and 132(4) of the PPS Act. 9.10 Pursuant to section 125(3) of the PPS Act, the Company may delay disposing of, or taking action to retain, the whole or part of the collateral that it seizes under section 123 of the PPS Act, for as long as it sees fit in its absolute discretion.

Appears in 2 contracts

Samples: Terms and Conditions of Sale, Terms and Conditions of Sale

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PPS Act. ‌ 9.1 Unless a contrary intention appears, words or expressions used in 1.15.1 In this clause 9 that are defined 1.15, (i) PPS Act means the Personal Property Securities Xxx 0000 (Cth), (ii) Security Interest has the meaning given to "security interest" in the PPS Act Act, and (iii) terms have the same meaning as meanings given to them in the PPS Act. 9.2 1.15.2 Supply under this Agreement may give rise to a Security Interest in IBM's favour under the PPS Act. The Purchaser agrees following paragraphs are intended to protect any Security Interest IBM has in the Customer's property under this document. 1.15.3 To the extent that IBM has a Security Interest in any of the Customer’s property, the Customer must do anything that IBM may require to enable IBM to perfect its Security Interest in whatever way IBM requires. 1.15.4 The Customer must not do or permit anything to be done, or omit to do or permit not to be done, anything which would adversely affect any Security Interest which IBM has in any of the Customer's property under this Contract constitutes Agreement or which would adversely affect IBM's position as the secured party in respect of any Security Interest. Without limiting this paragraph 1.15.4, the Customer will not sell, hire, dispose, sublet, or part with possession of, or create or permit to subsist any Security Interest that is not in IBM's favour in, any property over which IBM has a security agreement for Security Interest under this Agreement, or agree or attempt to do so or authorise any person to do so, without IBM’s prior written consent. The Customer acknowledges, if it disposes of or otherwise deals with such property or an interest in it in breach of this paragraph, that IBM has not authorised the disposal or agreed that the dealing would extinguish IBM’s Security Interest, and that IBM’s Security Interest continues in such property or interest, despite the disposal or dealing. 1.15.5 For the purposes of section 20(2)(b)(i) of the PPS Act, any Security Interest arising in IBM's favour under this Agreement is in collateral identified in a Transaction Document or Supplement or otherwise supplied to Customer from time to time under this Agreement, and in any proceeds to which the Customer is entitled. 1.15.6 The Customer acknowledges that IBM may, at the cost of the Customer, register one or more financing statements or financing change statements in relation to IBM's Security Interests. To the extent permissible, the Customer waives its right under section 157 of the PPS Act and creates a security interest (as defined in the PPS Act) in all Goods previously supplied by the Company to receive notice of any verification statement relating to the Purchaser and all future Goods supplied to the Purchaserregistration of any such financing statement or any related financing change statement. 9.3 1.15.7 The Purchaser agrees Customer will give IBM at least six weeks prior notice: a. of any change to do all such thingsits name, including providing any necessary consents, signing all necessary documents, and providing any further information, as reasonably required by together with details of the Company from time to time, to enable the Company to register a first ranking perfected security interest proposed new name; and b. before anything happens in respect of all Goods supplied by the Company to the Purchaser, it or exercise any rights of its property over which IBM has a Security Interest that would cause any information in connection with any security interest. 9.4 The Purchaser acknowledges that it shall be liable for the costs and expenses incurred by the Company a financing statement in relation to such Security Interest to be different if it were re-registered. 1.15.8 The Customer must provide IBM with all information that IBM requires to ensure that any registration of IBM's Security Interest on the registration, maintenance, enforcement or discharge of any security interestregister is, and must make payment to remains, fully effective or perfected (or both), and that the Company for any such reasonable costs incurred Security Interest has the priority required by the Company on demand by the CompanyIBM. 9.5 The Purchaser acknowledges that it shall assist the Company, to the extent required, 1.15.9 If IBM has a Security Interest in relation to the registration, maintenance, enforcement or discharge of any security interest. 9.6 Until such time as title to the Goods passes to the Purchaser, the Purchaser agrees not to register, or permit to be registered, a security agreement in relation to the Goods in favour collateral of a third party without the prior written consent of the Company. 9.7 The Purchaser acknowledges that it shall not, without prior written notice type referred to the Company, change its corporate or trading name or amend any registration documentation, or act in any manner, which would adversely impact on the Company’s registered security interest. 9.8 The Company need not give any notice to the Purchaser or any other person (including a notice of verification statementsection 340(5) unless the notice is required to be given by the PPS Act and cannot be excluded. 9.9 The Purchaser agrees pursuant to section 115 of the PPS Act:, the Customer must do anything that IBM may require to enable IBM to control that collateral for the purpose of section 340(2)(b) of the PPS Act. (a) that sections 1251.15.10 To the extent the PPS Act allows them to be excluded, 142 and 143 the enforcement provisions in Chapter 4 of the PPS Act do not apply to this Contract; andAgreement. (b1.15.11 The parties agree not to disclose information of the kind mentioned in section 275(1) of the PPS Act, except in the circumstances required by sections 275(7)(b) to waive its right (e) of the PPS Act. The Customer agrees that it will only authorise the disclosure of information under section 275(7)(c) of the PPS Act or request information under section 275(7)(d) of the PPS Act if IBM approves. Nothing in this paragraph will prevent any disclosure by IBM that IBM believes is necessary to receive any noticecomply with IBM's other obligations under the PPS Act. 1.15.12 To the extent that it is not inconsistent with paragraph 1.15.11 constituting a "confidentiality agreement" for the purposes of section 275(6)(a) of the PPS Act, details, or other document from the Company under sections 95, 121(4), 130, 135, 132(3)(dCustomer agrees that IBM may disclose information of the kind mentioned in section 275(1) and 132(4of the PPS Act to the extent that IBM is not doing so in response to a request made by an interested person pursuant to section 275(1) of the PPS Act. 9.10 Pursuant 1.15.13 The Customer agrees to pay or reimburse IBM on demand for all of IBM's costs, charges and expenses in connection with any action taken by IBM under or in relation to the PPS Act, including any registration, or any response to an amendment demand or a request under section 125(3) 275 of the PPS Act, . 1.15.14 Nothing in this clause 1.15 is limited by any other provision of this Agreement or any other agreement between the Company may delay disposing of, Customer and IBM. Nothing in this clause 1.15 limits IBM’s rights or taking action to retain, the whole or part of the collateral that it seizes Customer’s obligations apart from under section 123 of the PPS Act, for as long as it sees fit in its absolute discretionthis clause 1.15.

Appears in 1 contract

Samples: Ibm Customer Agreement

PPS Act. 9.1 Unless a contrary intention appears, words or expressions used in this clause 9 that are defined in the PPS Act have the same meaning as given to them in the PPS Act. 9.2 The Purchaser agrees that this Contract constitutes a security agreement for the purposes of the PPS Act and creates a security interest (as defined in the PPS Act) in all Goods previously supplied by the Company to the Purchaser and all future Goods supplied to the Purchaser. 9.3 The Purchaser agrees to do all such things, including providing any necessary consents, signing all necessary documents, and providing any further information, as reasonably required by the Company from time to time, to enable the Company to register a first ranking perfected security interest in respect of all Goods supplied by the Company to the Purchaser, or exercise any rights in connection with any security interest. 9.4 The Purchaser acknowledges that it shall be liable for the costs and expenses incurred by the Company in relation to the registration, maintenance, enforcement or discharge of any security interest, and must make payment to the Company for any such reasonable costs incurred by the Company on demand by the Company. 9.5 The Purchaser acknowledges that it shall assist the Company, to the extent required, in relation to the registration, maintenance, enforcement or discharge of any security interest. 9.6 Until such time as title to the Goods passes to the Purchaser, the Purchaser agrees not to register, or permit to be registered, a security agreement in relation to the Goods in favour of a third party without the prior written consent of the Company. 9.7 The Purchaser acknowledges that it shall not, without prior written notice to the Company, change its corporate or trading name or amend any registration documentation, or act in any manner, which would adversely impact on the Company’s registered security interest. 9.8 The Company need not give any notice to the Purchaser or any other person (including a notice of verification statement) unless the notice is required to be given by the PPS Act and cannot be excluded. 9.9 The Purchaser agrees pursuant to section 115 of the PPS Act: (a) that sections 125, 142 and 143 of the PPS Act do not apply to this Contract; and (b) to waive its right to receive any notice, details, or other document from the Company under sections 95, 121(4), 130, 135, 132(3)(d) and 132(4) of the PPS Act. 9.10 Pursuant to section 125(3) of the PPS Act, the Company may delay disposing of, or taking action to retain, the whole or part of the collateral that it seizes under section 123 of the PPS Act, for as long as it sees fit in its absolute discretion.

Appears in 1 contract

Samples: Terms and Conditions of Sale

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PPS Act. ‌ 9.1 Unless a contrary intention appearsa. The Purchaser warrants that all purchases under this Credit Account and Security Agreement are for commercial purposes only and, words or expressions used in this clause 9 that are defined in accordingly, the PPS Act have provisions of the same meaning as given to them in the PPS ActNational Credit Code will not apply. 9.2 b. The Purchaser agrees that this Contract constitutes Seller will have a purchase money security agreement interest in goods, which secures the obligation of the purchaser to pay the Purchase Price of the goods to the seller, and a purchase money security interest in any equipment (which, for the purposes of the PPS Act and creates Act, will be subject to one or more PPS Leases); c. The Seller may register one or more financing statements in relation to goods or equipment, with such expiry dates as the seller determines in its absolute discretion. The Purchaser will provide such information, documents or other assistance as may be required by the seller to enable such registrations, or other actions required by the seller to perfect any security interest in goods or equipment; d. Other than the existence of a security interest in goods or equipment, and details of the collateral, all other information relating to this document or any related agreement is subject to a duty of confidentiality, and may not be disclosed to any party (other than to a related entity, advisor, employee, banker, auditor or other consultant of the seller, to a potential assignee of the seller, or as defined in required by law, other than the PPS Act) in all Goods previously supplied , or by any Government Body or stock exchange); e. To the extent permitted by the Company PPS Act, the Seller is not obliged to provide any notices to the Purchaser and all future Goods supplied to under the Purchaser. 9.3 PPS Act. The Purchaser agrees and the Seller agree to do all such things, including providing any necessary consents, signing all necessary documents, and providing any further information, as reasonably required by the Company from time to time, to enable the Company to register a first ranking perfected security interest in respect contract-out of all Goods supplied by the Company to the Purchaser, or exercise any rights in connection with any security interest. 9.4 The Purchaser acknowledges that it shall be liable for the costs and expenses incurred by the Company in relation to the registration, maintenance, enforcement or discharge of any security interest, and must make payment to the Company for any such reasonable costs incurred by the Company on demand by the Company. 9.5 The Purchaser acknowledges that it shall assist the Company, to the extent required, in relation to the registration, maintenance, enforcement or discharge of any security interest. 9.6 Until such time as title to the Goods passes to the Purchaser, the Purchaser agrees not to register, or permit to be registered, a security agreement in relation to the Goods in favour of a third party without the prior written consent of the Company. 9.7 The Purchaser acknowledges that it shall not, without prior written notice to the Company, change its corporate or trading name or amend any registration documentation, or act in any manner, which would adversely impact on the Company’s registered security interest. 9.8 The Company need not give any notice to the Purchaser or any other person (including a notice of verification statement) unless the notice is required to be given by the PPS Act and cannot be excluded. 9.9 The Purchaser agrees pursuant to in accordance with section 115 of the PPS Act: (a) Act to the extent that sections 125the section applies for the benefit of, 142 and 143 does not impose a burden on, the Seller. The Purchaser waives its right to receive a copy of any Financing Statement or any Financing Change Statement registered by the Seller in respect of the security interest created by these Conditions of Sale; otherwise apply to the enforcement of a security interest arising in connection with these terms, the Purchaser agrees that the following provisions of the PPS Act do will not apply to this Contractthe enforcement of these terms: section 95 (notice of removal of accession), to the extent that it requires the Seller to give a notice to the Purchaser; section 96 (when a person with an interest in the whole may retain an accession); subsection 121(4) (enforcement of liquid assets – notice to gra ntor); section 125 (obligation to dispose of or retain collateral); section 130 (notice of disposal), to the extent that it requires the Seller to give a notice to the Purchaser; paragraph 132(3)(d) (contents of statement of account after disposal); subsection 132(4) (statement of account if no disposal); subsection 134(1) (retention of collateral); section 135 (notice of retention); section 142 (redemption of collateral); and , section 143 (b) to waive its right to receive any notice, details, or other document from the Company under sections 95, 121(4reinstatement of security agreement), 130, 135, 132(3)(d) and 132(4) of the PPS Act. 9.10 Pursuant to section 125(3) of the PPS Act, the Company may delay disposing of, or taking action to retain, the whole or part of the collateral that it seizes under section 123 of the PPS Act, for as long as it sees fit in its absolute discretion.

Appears in 1 contract

Samples: Credit Account and Security Agreement

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