Common use of Property Acquired Subsequent to the Closing Date and Right to Take Additional Collateral Clause in Contracts

Property Acquired Subsequent to the Closing Date and Right to Take Additional Collateral. Borrowers shall provide Lender with prompt written notice with respect to any real or personal property (other than in the ordinary course of business and excluding Accounts, Inventory, Equipment and General Intangibles, and other property acquired in the ordinary course of business) acquired by any Company subsequent to the Closing Date. In addition to any other right that Lender may have pursuant to this Agreement or otherwise, upon written request of Lender, whenever made, Borrowers shall, and shall cause each Guarantor of Payment to, grant to Lender as additional security for the Obligations, a first Lien on any real or personal property of each Borrower and Guarantor of Payment (other than for leased equipment or equipment subject to a purchase money security interest in which the lessor or purchase money lender of such equipment holds a first priority security interest, in which case, Lender shall have the right to obtain a security interest junior only to such lessor or purchase money lender), including, without limitation, such property acquired subsequent to the Closing Date, in which Lender does not have a first priority Lien. Borrowers agree, within ten days after the date of such written request, to secure all of the Obligations by delivering to Lender security agreements, intellectual property security agreements, pledge agreements, mortgages (or deeds of trust, if applicable) or other documents, instruments or agreements or such thereof as Lender may require with respect to any of the Credit Parties. Borrowers shall pay all recordation, legal and other expenses in connection therewith.

Appears in 1 contract

Samples: Credit and Security Agreement (Colonial Commercial Corp)

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Property Acquired Subsequent to the Closing Date and Right to Take Additional Collateral. Borrowers Borrower shall provide Lender with prompt written notice with respect to any real or personal property (other than in the ordinary course of business and excluding Accounts, Inventory, Equipment and Equipment, General Intangibles, Intangibles and other property acquired in the ordinary course of business) acquired by any Company subsequent to the Closing Date. In addition to any other right that Lender may have pursuant to this Agreement or otherwise, upon written request of Lender, whenever made, Borrowers Borrower shall, and shall cause each Guarantor of Payment to, grant to Lender Lender, as additional security for the Obligations, a first security interest in or Lien on any real or personal property of each Borrower and each Guarantor of Payment (other than for leased equipment or equipment subject to a purchase money security interest in which the lessor or purchase money lender of such equipment holds a first priority security interest, in which case, Lender shall have the right to obtain a security interest junior only to such lessor or purchase money lender), including, without limitation, such property acquired subsequent to the Closing Date, in which Lender does not have a first priority Lien. Borrowers agreeBorrower agrees that, within ten (10) days after the date of such written request, to secure all of the Obligations by delivering to Lender security agreements, intellectual property security agreements, pledge agreements, mortgages (or deeds of trust, if applicable) or other documents, instruments or agreements or such thereof as Lender may require with respect to any of the Credit Partiesreasonably require. Borrowers Borrower shall pay all recordation, legal and other expenses in connection therewith.

Appears in 1 contract

Samples: Credit and Security Agreement (Aldila Inc)

Property Acquired Subsequent to the Closing Date and Right to Take Additional Collateral. Borrowers Borrower shall provide Lender Collateral Agent with prompt written notice with respect to any real or personal property (other than in the ordinary course of business and excluding Accounts, Inventory, Equipment and General Intangibles, Intangibles and other property acquired in the ordinary course of business) acquired by Borrower and/or any Company Guarantor subsequent to the Closing Date. In addition to any other right that Lender Collateral Agent and the Lenders may have pursuant to this Agreement or otherwise, upon written request of LenderCollateral Agent, whenever made, Borrowers shall, and Borrower and/or such Guarantor shall cause each Guarantor of Payment to, grant to Lender Collateral Agent as additional security for the Secured Obligations, a first Lien on any real or personal property of each Borrower and and/or any Guarantor of Payment (other than for leased equipment Equipment or equipment Equipment subject to a purchase money security interest in which the lessor or purchase money lender of with respect to such equipment Equipment holds a first priority security interest, in which case, Lender Collateral Agent shall have the right to obtain a security interest junior only to such lessor or purchase money lenderowner), including, without limitation, such property acquired subsequent to the Closing Date, in which Lender Collateral Agent does not have a first priority Lien. Borrowers agreeBorrower and each Guarantor agrees, within ten (10) days after the date of such written request, to secure all of the Obligations such Indebtedness by delivering to Lender Collateral Agent security agreements, intellectual property security agreements, pledge agreements, mortgages (or deeds of trust, if applicable) or other documents, instruments or agreements or such thereof as Lender Collateral Agent may require with respect to any of the Credit Partiesrequire. Borrowers Borrower shall pay all recordation, legal and other expenses in connection therewith.

Appears in 1 contract

Samples: Assignment and Acceptance Agreement (Sg Blocks, Inc.)

Property Acquired Subsequent to the Closing Date and Right to Take Additional Collateral. The Borrowers shall provide Lender the Administrative Agent with prompt written notice with respect to any real or personal property (other than in the ordinary course of business and excluding Accounts, Inventory, Equipment and General Intangibles, Intangibles and other property acquired in the ordinary course of business) acquired by any Company subsequent to the Closing Date. In addition to any other right that Lender the Administrative Agent and the Lenders may have pursuant to this Agreement or otherwise, upon written request of Lenderthe Administrative Agent, whenever made, the Borrowers shall, and shall cause each Guarantor of Payment to, grant to Lender the Administrative Agent, for the benefit of the Lenders, as additional security for the Secured Obligations, a first Lien on any real or personal property of each Borrower and each Guarantor of Payment (other than for leased equipment or equipment subject to a purchase money security interest in which the lessor or purchase money lender of such equipment holds a first priority security interest, in which case, Lender the Administrative Agent shall have the right to obtain a security interest junior only to such lessor or purchase money lender), including, without limitation, such property acquired subsequent to the Closing Date, in which Lender the Administrative Agent does not have a first priority Lien. The Borrowers agreeagree that, within ten (10) days after the date of such written request, to secure all of the Secured Obligations by delivering to Lender the Administrative Agent security agreements, intellectual property security agreements, pledge agreements, mortgages (or deeds of trustmortgages, if applicable) or other documents, instruments or agreements or such thereof as Lender the Administrative Agent may reasonably require with respect to any of the Credit Parties. Borrowers shall pay all recordation, legal and other expenses in connection therewith.

Appears in 1 contract

Samples: Credit and Security Agreement (AvidXchange Holdings, Inc.)

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Property Acquired Subsequent to the Closing Date and Right to Take Additional Collateral. Borrowers shall provide Lender with prompt written notice with respect to any real or personal property (other than in the ordinary course of business and excluding Accounts, Inventory, Equipment Inventory and General Intangibles, and other property acquired in the ordinary course of business) acquired by any Company Credit Party subsequent to the Closing Date. In addition to any other right that Lender may have pursuant to this Agreement or otherwise, upon written request of Lender, whenever made, Borrowers shall, and shall cause each Guarantor of Payment to, to grant to Lender as additional security for the Obligations, a first Lien on any real or personal property of each Borrower and Guarantor of Payment (other than for leased equipment or equipment subject to a purchase money security interest in which the lessor or purchase money lender of such equipment holds a first priority security interest, in which case, Lender shall have the right to obtain a security interest junior only to such lessor or purchase money lenderEquipment), including, without limitation, such property acquired subsequent to the Closing Date, in which Lender does not have a first priority Lien. Borrowers agree, within ten (10) days after the date of such written request, to secure all of the Obligations by delivering to Lender security agreements, intellectual property security agreements, pledge agreements, mortgages (or deeds of trust, if applicable) agreements or other documents, instruments or agreements or such thereof as Lender may require with respect to any of the Credit Partiesrequire. Borrowers shall pay all recordation, legal and other expenses in connection therewith.

Appears in 1 contract

Samples: Credit and Security Agreement (Hawk Corp)

Property Acquired Subsequent to the Closing Date and Right to Take Additional Collateral. Borrowers Borrower shall provide Lender Agent with prompt written notice with respect to any real or personal property (other than in the ordinary course of business and excluding Accounts, Inventory, Equipment and Equipment, General Intangibles, Intangibles and other property acquired in the ordinary course of businessbusiness or any Investment Property that constitutes securities of a Foreign Subsidiary not required to be pledged pursuant to this Agreement) acquired by any Company subsequent to the Closing Date. In addition to any other right that Lender Agent and the Lenders may have pursuant to this Agreement or otherwise, upon written request of LenderAgent, whenever made, Borrowers Borrower shall, and shall cause each Guarantor of Payment to, grant to Lender Agent, for the benefit of the Lenders, as additional security for the Secured Obligations, a first Lien on any real or personal property of each Borrower and Guarantor of Payment (other than for leased equipment or equipment except as to fixed assets subject to a purchase money security interest in which the lessor capitalized lease or purchase money lender of such equipment holds a first priority security interest, in which case, Lender Agent shall have the right to obtain a security interest junior only to such lessor or purchase money lender), including, without limitation, such ) Lien on any real or personal property acquired subsequent to the Closing Date, of Borrower and each Guarantor of Payment in which Lender Agent does not have a first priority Lien. Borrowers agreeBorrower agrees that, within ten days Business Days after the date of such written request, to secure all of the Obligations such Indebtedness by delivering to Lender Agent security agreements, intellectual property security agreements, pledge agreements, mortgages (or deeds of trust, if applicable) or other documents, instruments or agreements or such thereof as Lender Agent may require with respect to any of the Credit Partiesrequire. Borrowers Borrower shall pay all recordation, legal and other expenses in connection therewith.

Appears in 1 contract

Samples: Assignment and Acceptance Agreement (Netscout Systems Inc)

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