Removal of Collateral; Transactions Involving Collateral Sample Clauses

Removal of Collateral; Transactions Involving Collateral. To the extent the Collateral consists of Accounts, General Intangibles, Negotiable Collateral or Debtors’ Books the records and other documents pertaining to the Collateral shall be kept at the principal office of the Debtor that owns such collateral, or at such other locations as are reasonably acceptable to the Collateral Agent. Except as provided below, the Debtors shall keep the non-mobile tangible Collateral at the location(s) at which they are kept specified on Schedule A and shall maintain any certificate of title of any tangible Collateral in the same jurisdiction as indicated on Schedule A. Except for transactions in the ordinary course of business in accordance with past practice or for sales or dispositions on arm’s length terms and for fair equivalent value, the Debtors shall not sell, offer to sell, or otherwise transfer, dispose of or encumber any tangible Collateral. Without the prior written consent of the Secured Parties, Debtors shall not sell, offer to sell, or otherwise transfer, dispose of or encumber any intangible Collateral other than pursuant to license agreements made in the ordinary course of Debtor’s business and consistent with past business practice. Without the prior written consent of the Secured Parties, no Collateral that is located in the United States shall be moved outside of the United States.
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Removal of Collateral; Transactions Involving Collateral. To the extent the Collateral consists of Accounts, or Debtors’ Books the records and other documents pertaining to the Collateral shall be kept at the principal office of the Debtor that owns such collateral, or at such other locations as are identified to the Collateral Agent. Without the prior written consent of the Secured Party, no Collateral that is located in the United States shall be moved outside the United States.
Sample 1
Removal of Collateral; Transactions Involving Collateral. To the extent the Collateral consists of Accounts, General Intangibles, Negotiable Collateral or Debtors' Books the records and other documents pertaining to the Collateral shall be kept at the principal office of the Debtor that owns such collateral, or at such other locations as are reasonably acceptable to the Collateral Agent. Except as provided below, the Debtors shall keep the non-mobile tangible Collateral at the location(s) at which they are kept specified on Schedule A and shall maintain any certificate of title of any tangible Collateral in the same jurisdiction as indicated on Schedule A. Except for transactions in the ordinary course of business in accordance with past practice or for sales or dispositions on arm's length terms and for fair equivalent value, the Debtors shall not sell, offer to sell, or otherwise transfer, dispose of or encumber any tangible Collateral. Without the prior written consent of the Secured Parties, Debtors shall not sell, offer to sell, or otherwise transfer, dispose of or encumber any intangible Collateral, provided, however the Debtors may sell their interest in Velor Inc., a Delaware corporation, and any other Collateral not related to Debtors' core business of fluorescent disk multimedia technology provided that, at the Secured Parties' option (A) 50% of the proceeds of such sale or other disposition in excess of $1,500,000 are used to prepay the Debentures, or (B) 50% of the proceeds of such sale or other disposition in excess of $1,500,000 are placed in a segregated account in which the Collateral Agent has a perfected first priority security interest. The Debtors shall not pledge, mortgage, encumber or otherwise permit the Collateral to be subject to any lien, security interest, encumbrance, or charge, other than the security interest provided for in this Security Agreement and Permitted Liens (as set forth in the Exchange Agreement), without the prior written consent of the Secured Parties which may be withheld for any reason in the Secured Parties' sole discretion. Without the prior written consent of the Secured Parties, no Collateral that is located in the United States shall be moved outside of the United States except that Debtors can move tangible Collateral among themselves provided (i) such move is in the ordinary course of business consistent with past business practice, (ii) the Collateral Agent continues to hold a perfected first priority security interest in such Collateral and (iii) as to Collat...
Sample 1
Removal of Collateral; Transactions Involving Collateral. To the extent the Pledged Receivables are not in the possession of the Secured Party, such Pledged Receivables shall be kept at the principal office of Q MATRIX, Inc., or at such other location(s) as are reasonably acceptable to the Secured Party. The Debtor shall not sell, assign, transfer, convey, grant a participation interest in, pledge, mortgage, encumber, hypothecate or otherwise permit the Collateral to be subject to any lien, security interest, encumbrance or charge, other than the security interest provided for in this Pledge Agreement.
Sample 1
Removal of Collateral; Transactions Involving Collateral. To the extent the Collateral consists of Accounts, General Intangibles, Negotiable Collateral or Debtor's Books, the records and other documents pertaining to the Collateral shall be kept at the principal office of the Debtor, or at such other locations as are reasonably acceptable to the Collateral Agent. All Collateral is located within the United States of America. Except for (i) transactions in the ordinary course of business in accordance with past practice and on an arm's length basis for reasonably equivalent value, and (ii) so long as the Debtor provides reasonable prior notice thereof to the Collateral Agent, satisfies its obligations under Section 2.2(a) hereof, and, if the Debtor has received aggregate net cash proceeds from such non-ordinary course dispositions in excess of $500,000, the Debtor delivers to the Collateral Agent an amount equal to 30% of the net cash proceeds received by the Debtor in excess of $500,000, non-ordinary course dispositions of Collateral on arm's length terms and for fair equivalent value, the Debtor shall not sell, offer to sell, or otherwise transfer, dispose of or encumber any Collateral (except for encumbrances constituting Permitted Liens). The Debtor shall not pledge, mortgage, encumber or otherwise permit the Collateral to be subject to any lien, security interest, encumbrance, or charge, other than the security interest provided for in this Security Agreement and Permitted Liens. Without the prior written consent of the Secured Parties, no Collateral that is located in the United States shall be moved outside of the United States.
Sample 1
Removal of Collateral; Transactions Involving Collateral. To the extent the Collateral consists of intangible property such as Accounts, the records and other documents pertaining to the Collateral shall be kept at 1000 Xxxxxxxxx Xxxxx, Xxxxxxxxxx, XX 00000, provided that shipping and batch documents may be at the other two locations set forth on Exhibit A, or at such other locations as are acceptable to Lender. Except for inventory in transit, Grantor shall keep the tangible Collateral at the locations set forth on Exhibit A. Except for (i) Accounts collected and inventory sold in the ordinary course of Grantor’s business, (ii) dispositions of obsolete, defective or otherwise non-saleable or unusable inventory, (iii) sale of obsolete or unused equipment for fair market value, and (iv) transactions permitted under the terms of the Note, if any, Grantor shall not sell, offer to sell, or otherwise transfer or dispose of the Collateral. Grantor shall not pledge, mortgage, encumber or otherwise permit the Collateral to be subject to any lien, security interest, encumbrance, or charge, other than the security interest provided for in this Agreement or Permitted Liens, without the prior written consent of Lender. This includes security interests even if junior in right to the security interests granted under this Agreement.
Sample 1
Removal of Collateral; Transactions Involving Collateral. To the extent the Collateral consists of Accounts, the records and other documents pertaining to the Collateral shall be kept at the offices of the Grantor at the address specified in the preamble, or at such other locations as are reasonably acceptable to Lenders. Except for transactions in the ordinary course of business in accordance with past practice or for sales or dispositions on arm's length terms and for fair equivalent value, the Grantor shall not sell, offer to sell, or otherwise transfer, dispose of or encumber the Collateral. The Grantor shall not pledge, mortgage, encumber or otherwise permit the Collateral to be subject to any lien, security interest, encumbrance, or charge, other than the security interest provided for in this Security Agreement and Permitted Liens,
Sample 1
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Removal of Collateral; Transactions Involving Collateral. (i) To the extent the Collateral consists of Accounts, General Intangibles, Negotiable Collateral or Borrower's Books, the records and other documents pertaining to the Collateral shall be kept at 1500 Xxxxxxxx, Xxx Xxxx, Xxx Xxxx 00000 xxx 224 Xxxxxxxx Xxxxxx, Syracuse, New York 13202, which are the offices of the Borrower, the offices of the Obligor owning such Collateral, or at such other locations as are acceptable to the Collateral Agent. Schedule A lists the Borrower's Books and other documentation and records with respect to the Collateral and the particular offices at which they are kept. Obligors shall keep the non-mobile tangible Collateral at the location(s) and the particular office at which they are kept specified on Schedule A attached hereto and shall maintain any certificate of title of any tangible Collateral in the same jurisdiction as indicated on Schedule A. Except for transactions in the ordinary course of business, Obligors shall not sell, offer to sell, or otherwise transfer, dispose of or encumber the Collateral (except that Obligors may encumber the Accounts, to the extent permitted by Section 2.2(r)). However, the Obligors may dispose of Collateral consisting of (A) General Intangibles relating to the Telecom Network provided that the following three conditions are satisfied: (a) the disposition is pursuant to an arm's length transaction to an unaffiliated third party in which Borrower receives a fair market price and the consideration received by Borrower is made up of at least 50% cash and any non-cash consideration is limited to an in-kind credit for services from the buyer that is for a period not longer than 2 years; (b) the following amounts are applied to prepay Debentures (A) 50% of cash proceeds up to $2,000,000 and (B) 50% of cash proceeds over $2,500,000; and (c) the Debenture holders get credit (in the form of cash payment) for such in-kind consideration in a cash amount equal to the Credit Amount (as defined below), if the total
Sample 1
Removal of Collateral; Transactions Involving Collateral. To the extent the Collateral consists of intangible property such as Accounts, the records and other documents pertaining to the Collateral shall be kept at 0000 X. Xxxxxxx Xxx., Xxxxxxx, XX, or at such other locations as are acceptable to Secured Party. Grantor shall keep the tangible Collateral at 0000 X. Xxxxxxx Xxx., Xxxxxxx, Xxxxxxxx. Grantor shall not sell, offer to sell, or otherwise transfer or dispose of the Collateral. Grantor shall not pledge, mortgage, encumber or otherwise permit the Collateral to be subject to any lien, security interest, encumbrance, or charge, other than the security interest provided for in this Agreement, without the prior written consent of Secured Party. This includes security interests even if junior in right to the security interests granted under this Agreement.
Sample 1

Related to Removal of Collateral; Transactions Involving Collateral

  • Transactions Involving Collateral Except for inventory sold or accounts collected in the ordinary course of Grantor's business, Grantor shall not sell, offer to sell, or otherwise transfer or dispose of the Collateral. While Grantor is not in default under this Agreement, Grantor may sell inventory, but only in the ordinary course of its business and only to buyers who qualify as a buyer in the ordinary course of business. A sale in the ordinary course of Grantor's business does not include a transfer in partial or total satisfaction of a debt or any bulk sale. Grantor shall not pledge, mortgage, encumber or otherwise permit the Collateral to be subject to any lien, security interest, encumbrance, or charge, other than the security interest provided for in this Agreement, without the prior written consent of Lender. This includes security interests even if junior in right to the security interests granted under this Agreement. Unless waived by Lender, all proceeds from any disposition of the Collateral (for whatever reason) shall be held in trust for Lender and shall not be commingled with any other funds; provided however, this requirement shall not constitute consent by Lender to any sale or other disposition. Upon receipt, Grantor shall immediately deliver any such proceeds to Lender.

  • Removal of Collateral Grantor shall keep the Collateral (or to the extent the Collateral consists of intangible property such as accounts, the records concerning the Collateral) at Grantor's address shown above, or at such other locations as are acceptable to Lender. Except in the ordinary course of its business, including the sales of inventory, Grantor shall not remove the Collateral from its existing locations without the prior written consent of Lender. To the extent that the Collateral consists of vehicles, or other titled property, Grantor shall not take or permit any action which would require application for certificates of title for the vehicles outside the State of California, without the prior written consent of Lender.

  • Disposition of Collateral Such Grantor will not sell, lease or otherwise dispose of the Collateral owned by it except for dispositions specifically permitted pursuant to Section 6.05 of the Credit Agreement.

  • Impairment of Collateral Not use any material portion of the Collateral, or permit the same to be used, for any unlawful purpose, in any manner that is reasonably likely to materially adversely impair the value or usefulness of the Collateral, or in any manner inconsistent with the provisions or requirements of any policy of insurance thereon nor affix or install any accessories, equipment, or device on the Collateral or on any component thereof if such addition will materially impair the original intended function or use of the Collateral or such component.

  • Remedies; Disposition of the Collateral If any Event of Default shall have occurred and be continuing, then any Collateral repossessed by the Collateral Agent under or pursuant to Section 7.1 hereof and any other Collateral whether or not so repossessed by the Collateral Agent, may be sold, assigned, leased or otherwise disposed of under one or more contracts or as an entirety, and without the necessity of gathering at the place of sale the property to be sold, and in general in such manner, at such time or times, at such place or places and on such terms as the Collateral Agent may, in compliance with any mandatory requirements of applicable law, determine to be commercially reasonable. Any of the Collateral may be sold, leased or otherwise disposed of, in the condition in which the same existed when taken by the Collateral Agent or after any overhaul or repair at the expense of the relevant Assignor which the Collateral Agent shall determine to be commercially reasonable. Any such disposition which shall be a private sale or other private proceedings permitted by such requirements shall be made upon not less than 10 days' prior written notice to the relevant Assignor specifying the time at which such disposition is to be made and the intended sale price or other consideration therefor, and shall be subject, for the 10 days after the giving of such notice, to the right of the relevant Assignor or any nominee of such Assignor to acquire the Collateral involved at a price or for such other consideration at least equal to the intended sale price or other consideration so specified. Any such disposition which shall be a public sale permitted by such requirements shall be made upon not less than 10 days' prior written notice to the relevant Assignor specifying the time and place of such sale and, in the absence of applicable requirements of law, shall be by public auction (which may, at the Collateral Agent's option, be subject to reserve), after publication of notice of such auction (where required by applicable law) not less than 10 days prior thereto. The Collateral Agent may, without notice or publication, adjourn any public or private sale or cause the same to be adjourned from time to time by announcement at the time and place fixed for the sale, and such sale may be made at any time or place to which the sale may be so adjourned. To the extent permitted by any such requirement of law, the Collateral Agent may bid for and become the purchaser of the Collateral or any item thereof, offered for sale in accordance with this Section without accountability to the relevant Assignor. If, under mandatory requirements of applicable law, the Collateral Agent shall be required to make disposition of the Collateral within a period of time which does not permit the giving of notice to the relevant Assignor as hereinabove specified, the Collateral Agent need give such Assignor only such notice of disposition as shall be reasonably practicable in view of such mandatory requirements of applicable law. Each Assignor agrees to do or cause to be done all such other acts and things as may be reasonably necessary to make such sale or sales of all or any portion of the Collateral valid and binding and in compliance with any and all applicable laws, regulations, orders, writs, injunctions, decrees or awards of any and all courts, arbitrators or governmental instrumentalities, domestic or foreign, having jurisdiction over any such sale or sales, all at such Assignor's expense.

  • Sale of Collateral In addition to any other remedy provided herein, the Lender may immediately, without advertisement, sell at public or private sale or otherwise realize upon, in Baltimore, Maryland, or elsewhere, the whole or, from time to time, any part of the Collateral, or any interest which the Borrower may have therein. After deducting from the proceeds of sale or other disposition of the Collateral all expenses, including all expenses for legal services, the Lender shall apply such proceeds toward the satisfaction of the Obligations. Any remainder of the proceeds after satisfaction in full of the Obligations shall be distributed as required by applicable Law. Notice of any sale or other disposition shall be given to the Borrower at least ten (10) days before the time of any intended public sale or of the time after which any intended private sale or other disposition of the Collateral is to be made, which the Borrower hereby agrees shall be reasonable notice of such sale or other disposition. The Borrower agrees to assemble, or to cause to be assembled, at the Borrower's own expense, the Collateral at such place or places as the Lender shall designate. At any such sale or other disposition, the Lender may, to the extent permissible under applicable law, purchase the whole or any part of the Collateral, free from any right of redemption on the part of the Borrower, which right is hereby waived and released. Without limiting the generality of any of the rights and remedies conferred upon the Lender under this Section, the Lender may, to the full extent permitted by applicable law: (a) enter upon the premises of the Borrower, exclude therefrom the Borrower or any entity connected therewith, and take immediate possession of the Collateral, either personally or by means of a receiver appointed by a court of competent jurisdiction, using all necessary force to do so; (b) at the Lender's option, use, operate, manage, and control the Collateral in any lawful manner; (c) collect and receive all rents, income, revenue, earnings, issues, and profits therefrom; and (d) maintain, repair, renovate, alter or remove the Collateral as the Lender may determine in the Lender's discretion.

  • Use and Disposition of Collateral None of the Grantors shall make or permit to be made an assignment, pledge or hypothecation of the Collateral or shall grant any other Lien in respect of the Collateral, except as expressly permitted by Section 6.02

  • Application of Proceeds of Collateral Except as provided in subsection 2.4B(iii)(a) with respect to prepayments from Net Asset Sale Proceeds, all proceeds received by Administrative Agent in respect of any sale of, collection from, or other realization upon all or any part of the Collateral under any Collateral Document may, in the discretion of Administrative Agent, be held by Administrative Agent as Collateral for, and/or (then or at any time thereafter) applied in full or in part by Administrative Agent against, the applicable Secured Obligations (as defined in such Collateral Document) in the following order of priority: (a) To the payment of all costs and expenses of such sale, collection or other realization, including reasonable compensation to Administrative Agent and its agents and counsel, and all other expenses, liabilities and advances made or incurred by Administrative Agent in connection therewith, and all amounts for which Administrative Agent is entitled to indemnification under such Collateral Document and all advances made by Administrative Agent thereunder for the account of the applicable Loan Party, and to the payment of all costs and expenses paid or incurred by Administrative Agent in connection with the exercise of any right or remedy under such Collateral Document, all in accordance with the terms of this Agreement and such Collateral Document; (b) thereafter, to the extent of any excess such proceeds, to the payment of all other such Secured Obligations for the ratable benefit of the holders thereof; and (c) thereafter, to the extent of any excess such proceeds, to the payment to or upon the order of such Loan Party or to whosoever may be lawfully entitled to receive the same or as a court of competent jurisdiction may direct.

  • Rights in Collateral; Priority of Liens Borrower and each other Loan Party own the property granted by it as Collateral under the Collateral Documents, free and clear of any and all Liens in favor of third parties. Upon the proper filing of UCC financing statements, and the taking of the other actions required by Lender, the Liens granted pursuant to the Collateral Documents will constitute valid and enforceable first, prior and perfected (to the extent that Liens on the Collateral can be perfected by the filing of UCC financing statements) Liens on the Collateral in favor of Lender.

  • Loss of Collateral There occurs any uninsured loss to any material portion of the Collateral; or

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