Protection of the Collateral. Guarantor shall defend the title to the Collateral against all claims and demands whatsoever. Guarantor shall keep the Collateral free and clear of all liens, charges, encumbrances, taxes and assessments, and shall pay all taxes, assessments and fees relating to the Colla-teral. Upon request by Secured Party, Guarantor shall furnish further assurances of title, execute any further instruments and do any other acts necessary to effectuate the purposes and provi-sions of this Agreement. Guarantor shall not sell, exchange, assign, transfer or otherwise dispose of the Collateral, and shall not encumber, hypothecate, mortgage, create a lien on or security interest in the Collateral, without the prior written consent of Secured Party in each instance. The risk of loss of the Collateral at all times shall be borne by Guarantor. Guarantor shall keep the Collateral in good repair and condition and shall not misuse, abuse or waste the Collateral or allow the Collateral to deteriorate except for normal wear and tear. Guarantor at all times shall maintain: (a) insurance covering the Collateral and all other property of Guarantor against loss or damage by fire and other hazards; (b) insurance against liability on account of damage to persons and property; (c) all insurance required under applicable workmen's compensa-tion laws; and (d) insurance covering such other risks as Secured Party reasonably may request. Such insurance shall be in amounts satisfactory to Secured Party, shall be maintained with responsi-ble insurance carriers, shall name Guarantor and Secured Party as their interests may appear as insured, and shall provided for at least ten days' notice to Secured Party prior to cancellation. Guarantor, from time to time, upon Secured Party's written re-quest, promptly shall furnish or cause to be furnished to Secured Party evidence of the maintenance of all insurance required to be maintained hereunder, including such originals or copies of policies, certificates of insurance, riders and endorsements re-lating thereto and proof of payment of premiums as Secured Party may request. If Guarantor shall fail to maintain any such insur-ance, Secured Party may, but shall not be obligated to, do so at the expense of Guarantor, in addition to the other rights and remedies of Secured Party. Guarantor hereby appoints Secured Party the representative of Guarantor for purposes of obtaining, ad-justing and canceling any such insurance and endorsing settlement drafts, and hereby assigns to Secured Party all sums which may become payable under such insurance, including returned premiums and dividends, as additional security for the Obligations. The Collateral shall be kept at Guarantor's place of business set forth above, except for temporary removal in connec-tion with its ordinary use or unless Guarantor shall have obtained the prior written consent of Secured Party for its removal to another location. Secured Party shall have the right to enter upon Guarantor's premises at any reasonable time, and from time to time, to inspect the Collateral.
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Samples: Security Agreement (Alternus Energy Inc.), Security Agreement (Alternus Energy Inc.)
Protection of the Collateral. Guarantor Debtor shall defend the title to the Collateral collateral against all claims and demands whatsoever. Guarantor Debtor shall keep the Collateral collateral free and clear of all liens, charges, encumbrances, taxes and assessments, and shall pay all taxes, assessments and fees relating to the Colla-teralCollateral. Upon request by Secured Party, Guarantor Debtor shall furnish further assurances of title, execute any further instruments and do any other acts necessary to effectuate the purposes purpose and provi-sions provisions of this Agreement. Guarantor Debtor shall not sell, exchange, assign, transfer or otherwise dispose of the Collateral, and shall not encumber, hypothecate, mortgage, create a lien on or security interest in the Collateral, without the prior written consent of Secured Party in each instance. The risk of loss of the Collateral at all times shall be borne by GuarantorDebtor. Guarantor Debtor shall keep the Collateral in good repair and condition and shall not misuse, abuse or waste the Collateral or allow the Collateral to deteriorate except for normal wear and tear. Guarantor Debtor at all times shall maintain: (a) insurance covering the Collateral and all other property of Guarantor Debtor against loss or damage by fire and other hazards; (b) insurance against liability on account of damage to persons and property; (c) all insurance required under applicable workmen's compensa-tion compensation laws; and (d) insurance covering such other risks as Secured Party reasonably may request. Such insurance shall be in amounts satisfactory to Secured Party, shall be maintained with responsi-ble responsible insurance carriers, shall name Guarantor Debtor and Secured Party as their interests may appear as insured, and shall provided for at least ten days' notice to Secured Party prior to cancellation. GuarantorDebtor, from time to time, upon Secured Party's written re-questrequest, promptly shall furnish or cause to be furnished to Secured Party evidence of the maintenance of all insurance required to be maintained hereunder, including such originals or copies of policies, certificates of insurance, riders and endorsements re-lating relating thereto and proof of payment of premiums as Secured Party may request. If Guarantor Debtor shall fail to maintain any such insur-anceinsurance, Secured Party may, but shall not be obligated to, do so at the expense of GuarantorDebtor, in addition to the other rights and remedies of Secured Party. Guarantor Debtor hereby appoints Secured Party the representative attorney of Guarantor Debtor for purposes purpose of obtaining, ad-justing adjusting and canceling any such insurance and endorsing settlement drafts, and hereby assigns to Secured Party all sums which may become payable under such insurance, including returned premiums and dividends, as additional security for the Obligations. The Collateral shall be kept at GuarantorDebtor's place of business set forth above, except for temporary removal in connec-tion connection with its ordinary use or unless Guarantor Debtor shall have obtained the prior written consent of Secured Party for its removal to another location. Secured Party shall have the right to enter upon GuarantorDebtor's premises at any reasonable time, and from time to time, to inspect the Collateral.
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Protection of the Collateral. Guarantor shall defend the title to the Collateral against all claims and demands whatsoever. Guarantor shall keep the Collateral free and clear of all liens, charges, encumbrances, taxes and assessments, and shall pay all taxes, assessments and fees relating to the Colla-teral. Upon request by Secured Party, Guarantor shall furnish further assurances of title, execute any further instruments and do any other acts necessary to effectuate the purposes and provi-sions of this Agreement. Guarantor shall not sell, exchange, assign, transfer or otherwise dispose of the Collateral, and shall not encumber, hypothecate, mortgage, create a lien on or security interest in the Collateral, without the prior written consent of Secured Party in each instance. The risk of loss of the Collateral at all times shall be borne by Guarantor. Guarantor shall keep the Collateral in good repair and condition and shall not misuse, abuse or waste the Collateral or allow the Collateral to deteriorate except for normal wear and tear. Guarantor at all times shall maintain: (a) insurance covering the Collateral and all other property of Guarantor against loss or damage by fire and other hazards; (b) insurance against liability on account of damage to persons and property; (c) all insurance required under applicable workmen's ’s compensa-tion laws; and (d) insurance covering such other risks as Secured Party reasonably may request. Such insurance shall be in amounts satisfactory to Secured Party, shall be maintained with responsi-ble insurance carriers, shall name Guarantor and Secured Party as their interests may appear as insured, and shall provided for at least ten days' ’ notice to Secured Party prior to cancellation. Guarantor, from time to time, upon Secured Party's ’s written re-quest, promptly shall furnish or cause to be furnished to Secured Party evidence of the maintenance of all insurance required to be maintained hereunder, including such originals or copies of policies, certificates of insurance, riders and endorsements re-lating thereto and proof of payment of premiums as Secured Party may request. If Guarantor shall fail to maintain any such insur-ance, Secured Party may, but shall not be obligated to, do so at the expense of Guarantor, in addition to the other rights and remedies of Secured Party. Guarantor hereby appoints Secured Party the representative of Guarantor for purposes of obtaining, ad-justing and canceling any such insurance and endorsing settlement drafts, and hereby assigns to Secured Party all sums which may become payable under such insurance, including returned premiums and dividends, as additional security for the Obligations. The Collateral shall be kept at Guarantor's ’s place of business set forth above, except for temporary removal in connec-tion with its ordinary use or unless Guarantor shall have obtained the prior written consent of Secured Party for its removal to another location. Secured Party shall have the right to enter upon Guarantor's ’s premises at any reasonable time, and from time to time, to inspect the Collateral.
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Protection of the Collateral. Guarantor Debtor shall defend the title to the Collateral against all claims and demands whatsoever. Guarantor Debtor shall keep the Collateral free and clear of all liens, charges, encumbrances, taxes and assessments, and shall pay all taxes, assessments and fees relating to the Colla-teralCollateral other than liens securing the obligations under the Senior Loan Documents and Permitted Encumbrances. Upon request by Secured Party, Guarantor Debtor shall furnish further assurances of title, execute any further instruments and do any other acts necessary to effectuate the purposes and provi-sions provisions of this Agreement. Guarantor Debtor shall not sell, exchange, assign, transfer or otherwise dispose of the Collateral, and shall not encumber, hypothecate, mortgage, create a lien on or security interest in the Collateral, without the prior written consent of Secured Party in each instanceinstance except as permitted by the Senior Credit Agreement. The risk of loss of the Collateral at all times shall be borne by GuarantorDebtor. Guarantor Debtor shall keep the Collateral in good repair and condition and shall not misuse, abuse or waste the Collateral or allow the Collateral to deteriorate except for normal wear and tear. Guarantor As used herein Permitted Encumbrances means the following encumbrances: (i) Liens for taxes or assessments or other governmental charges or levies, either not yet due and payable or to the extent that nonpayment thereof is permitted by the terms of the Senior Credit Agreement; (ii) pledges or deposits securing obligations under workmen's compensation, unemployment insurance, social security or public liability laws or similar legislation; (iii) pledges or deposits securing bids, tenders, contracts (other than contracts for the payment of money) or leases to which Debtor is a party as lessee made in the ordinary course of business; (iv) deposits securing public or statutory obligations of Debtor; (v) inchoate and unperfected workers', mechanics', suppliers' or similar liens arising in the ordinary course of business; (vi) carriers', warehousemen's or other similar possessory liens arising in the ordinary course of business and securing indebtedness not yet due and payable in an outstanding aggregate amount not in excess of ten thousand dollars ($10,000) at any time; (vii) deposits securing, or in lieu of, surety, appeal or customs bonds in proceedings to which Debtor is a party; (viii) any attachment or judgment lien, unless the judgment it secures shall not, within thirty (30) days after the entry thereof, have been discharged or execution thereof stayed pending appeal, or shall not have been discharged within thirty (30) days after the expiration of any such stay, (ix) zoning restrictions, easements, licenses, or other restrictions on the use of real property or other minor irregularities in title (including leasehold title) thereto, so long as the same do not materially impair the use, value, or marketability of such real property, lease or leasehold estate; (x) purchase money liens with respect to equipment acquired in the ordinary course of business in accordance with past practice (subject to the limitations on capital expenditures set forth in the Senior Credit Agreement so long as such liens attach only to the equipment so acquired; (xi) terms of the Senior Lender. Subject to the terms of the Senior Lender Agreement debtor at all times shall maintain: (a) insurance covering the Collateral and all other property of Guarantor Debtor against loss or damage by fire and other hazards; (b) insurance against liability on account of damage to persons and property; (c) all insurance required under applicable workmen's compensa-tion compensation laws; ' and (d) insurance covering such other risks as Secured Party reasonably may request. Such insurance shall be in amounts satisfactory to Secured Party, shall be maintained with responsi-ble responsible insurance carriers, shall name Guarantor Debtor and Secured Party as their interests may appear as insured, subject to the rights of the Senior Lenders pursuant to Section 11 of the Loan Agreement, and shall provided provide for at least ten days' days notice to Secured Party Parry prior to cancellation. GuarantorDebtor, from time to time, upon Secured Party's written re-questrequest, promptly shall furnish or cause it to be furnished to Secured Party evidence of the maintenance of all insurance required to be maintained hereunder, including such originals or copies of policies, certificates of insurance, riders and endorsements re-lating relating thereto and proof of payment of premiums as Secured Party may request. If Guarantor Debtor shall fail to maintain any such insur-anceinsurance, Secured Party may, but shall not be obligated to, do so at the expense of GuarantorDebtor, in addition to the other rights and remedies of Secured Party. Guarantor Debtor hereby appoints Secured Party the representative attorney of Guarantor Debtor for purposes of obtaining, ad-justing adjusting and canceling any such insurance and endorsing settlement drafts, and subject to the provisions of Section 11 of the Loan Agreement, hereby assigns to Secured Party all sums which may become payable under such insurance, including returned premiums and dividends, as additional security for the Obligations. The Collateral shall be kept at Guarantor's place of business set forth abovethe Xxxxxx Springs facility once such facility is constructed, except as provided above is this Section 4 or for temporary removal in connec-tion connection with its ordinary use or unless Guarantor Debtor shall have obtained the prior written consent of Secured Party for its removal to another location. Secured Party shall have the right to enter upon Guarantor's Debtors premises at any reasonable time, and from time to time, to inspect the Collateral.
Appears in 1 contract
Protection of the Collateral. Guarantor Pledgor shall defend the title to the Collateral against all claims and demands whatsoever. Guarantor Other than those encumbrances set forth in Exhibit "B", attached hereto and by this reference incorporated herein, Pledgor shall keep the respective Collateral free and clear of all liens, charges, encumbrances, taxes and assessments, and shall pay all taxes, assessments and fees relating to the Colla-teralCollateral. Upon request by Secured Party, Guarantor Pledgor, at the Pledgor's expense, shall furnish further assurances of title, execute any further instruments and documents, and do any other acts acts, that Secured Party may request, necessary to effectuate the purposes and provi-sions provisions of this Agreement, including, in order to perfect and protect the Security Interest granted or purported to be granted hereby or to enable the Secured Party to exercise and enforce the rights and remedies hereunder with respect to any Collateral. Guarantor Pledgor shall not further sell, exchange, assign, transfer or otherwise dispose of the Collateral, and shall not further encumber, hypothecate, mortgage, create a lien on or security interest in the Collateral, without the prior written consent of Secured Party in each instance. The risk of loss of the Collateral at all times shall be borne by Guarantorthe Pledgor. Guarantor Pledgor shall keep the Collateral in good repair and condition and shall not misuse, abuse or waste the Collateral or allow the Collateral to deteriorate except for normal wear and tear. Guarantor Pledgor at all times shall maintain: (a) insurance covering the Collateral and all other property of Guarantor Pledgor against loss or damage by fire and other hazards; (b) insurance against liability on account of damage to persons and property; (c) all insurance required under applicable workmen's compensa-tion =s compensation laws; and (d) insurance covering such other risks as Secured Party reasonably may request. Such insurance shall be in amounts satisfactory to Secured Party, shall be maintained with responsi-ble responsible insurance carriers, shall name Guarantor Pledgor and Secured Party as their interests may appear as insured, and shall provided provide for at least ten days' thirty (30) days notice to Secured Party prior to cancellation. Guarantor, Pledgor from time to time, shall upon Secured Party's =s written re-questrequest, promptly shall furnish or cause to be furnished to Secured Party evidence of the maintenance of all insurance required to be maintained hereunder, including such originals or copies of policies, certificates of insurance, riders and endorsements re-lating relating thereto and proof of payment of premiums as Secured Party may request. If Guarantor Pledgor shall fail to maintain any such insur-anceinsurance, Secured Party may, but shall not be obligated to, do so at the expense of GuarantorPledgor, in addition to the other rights and remedies of Secured Party. Guarantor Pledgor hereby appoints Secured Party the representative attorney in fact of Guarantor Pledgor for purposes of obtaining, ad-justing adjusting and canceling any such insurance and endorsing settlement drafts, and hereby assigns to Secured Party all sums which may become payable under such insurance, including returned premiums and dividends, as additional security for the Secured Obligations. The Collateral shall be kept at GuarantorPledgor's place of business set forth aboveat 0000 Xxxxxxxxx Xxx., Xxxxx, Xxxxxxxx 00000, except for temporary removal in connec-tion connection with its ordinary use or unless Guarantor Pledgor shall have obtained the prior written consent of Secured Party for its removal to another location. Secured Party shall have the right to enter upon GuarantorPledgor's premises at any reasonable time, and from time to time, to inspect the Collateral.
Appears in 1 contract
Samples: Pledge and Security Agreement (Worldport Communications Inc)
Protection of the Collateral. Guarantor Debtor shall defend the title to the Collateral against all claims and demands whatsoever. Guarantor Debtor shall keep the Collateral free and clear of all liens, charges, encumbrances, taxes and assessments, and shall pay all taxes, assessments and fees relating to the Colla-teralCollateral. Upon request by Secured Party, Guarantor Debtor shall furnish further assurances of title, execute any further instruments and do any other acts necessary to effectuate the purposes and provi-sions provisions of this Agreement. Guarantor Debtor shall not sell, exchange, assign, transfer or otherwise dispose of the Collateral, and shall not encumber, hypothecate, mortgage, create a lien on or security interest in the Collateral, without the prior written consent of Secured Party in each instance. The risk of loss of the Collateral at all times shall be borne by GuarantorDebtor. Guarantor Debtor shall keep the Collateral in good repair and condition and shall not misuse, abuse or waste the Collateral or allow the Collateral to deteriorate except for normal wear and tear. Guarantor Debtor at all times shall maintain: (a) insurance covering the Collateral and all other property of Guarantor Debtor against loss or damage by fire and other hazards; (b) insurance against liability on account of damage to persons and property; (c) all insurance required under applicable workmen's compensa-tion compensation laws; and (d) insurance covering such other risks as Secured Party reasonably may request. Such insurance shall be in amounts satisfactory to Secured Party, shall be maintained with responsi-ble responsible insurance carriers, shall name Guarantor Debtor and Secured Party as their interests may appear as insured, and shall provided for at least ten days' notice to Secured Party prior to cancellation. GuarantorDebtor, from time to time, upon Secured Party's written re-questrequest, promptly shall furnish or cause to be furnished to Secured Party evidence of the maintenance of all insurance required to be maintained hereunder, including such originals or copies of policies, certificates of insurance, riders and endorsements re-lating relating thereto and proof of payment of premiums as Secured Party may request. If Guarantor Debtor shall fail to maintain any such insur-anceinsurance, Secured Party may, but shall not be obligated to, do so at the expense of GuarantorDebtor, in addition to the other rights and remedies of Secured Party. Guarantor Debtor hereby appoints Secured Party the representative attorney of Guarantor Debtor for purposes of obtaining, ad-justing adjusting and canceling any such insurance and endorsing settlement drafts, and hereby assigns to Secured Party all sums which may become payable under such insurance, including returned premiums and dividends, as additional security for the Obligations. The Collateral shall be kept at Guarantor's place of business set forth aboveFoam Manufacturing at 572 Whitehead Road, except for Hamilton, NJ 00000, xxxxxx xxx temporary removal in connec-tion connection with its ordinary use or unless Guarantor Debtor shall have obtained the prior written consent of Secured Party for its removal to another location. Secured Party shall have the right to enter upon GuarantorDebtor's premises at any reasonable time, and from time to time, to inspect the Collateral.
Appears in 1 contract
