Common use of Rights of Third Parties; No Contest of Lien Clause in Contracts

Rights of Third Parties; No Contest of Lien. Each Secured Creditor shall be solely responsible for perfecting and maintaining the perfection of its Lien in and to each item constituting the Collateral in which such Secured Creditor has been granted a Lien. The foregoing provisions of this Agreement are intended solely to govern the respective lien priorities as between the Secured Creditors and shall not impose on any Secured Creditor any obligations in respect of the disposition of proceeds of foreclosure on any Collateral which would conflict with prior perfected claims therein in favor of any other person or any order or decree of any court or other governmental authority or any applicable law. Each Secured Creditor agrees that it will not contest the validity, perfection, priority or enforceability of the Liens upon the Collateral of Secured Lenders or Assignees, as the case may be, and that as between Secured Lenders, on the one hand, and Assignees, on the other, the terms of this Agreement shall govern even if part or all of the Secured Lenders Debt or Super Senior Secured Debt or the Liens securing payment and performance thereof are avoided, disallowed, set aside or otherwise invalidated in any judicial proceeding or otherwise.

Appears in 1 contract

Samples: And Assignment Agreement (Voip Inc)

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Rights of Third Parties; No Contest of Lien. Each Secured Except as otherwise expressly provided in Section 2.8, each Creditor shall be solely responsible for perfecting and maintaining the perfection of its Lien in and to each item constituting the Collateral in which such Secured Creditor has been granted a Lien. The foregoing provisions of this Agreement are intended solely to govern the respective lien priorities as between the Secured Creditors and shall not impose on any Secured Senior Creditor any obligations in respect of the disposition of proceeds of foreclosure on any Collateral which would conflict with prior perfected claims therein in favor of any other person or any order or decree of any court or other governmental authority or any applicable law. Each Secured Creditor agrees that it will not contest the validity, perfection, priority or enforceability of the Liens upon the Collateral of Secured Lenders or Assignees, as the case may be, other Creditor and that as between Secured Lenders, on the one hand, Senior Creditors and Assignees, on the otherNoteholder Creditors, the terms of this Intercreditor Agreement shall govern even if part or all of the Secured Lenders Debt or Super Senior Secured Debt or the Liens securing payment and performance thereof are not perfected or are avoided, disallowed, set aside or otherwise invalidated in any judicial proceeding or otherwise.

Appears in 1 contract

Samples: Intercreditor and Subordination Agreement (Aerobic Creations, Inc.)

Rights of Third Parties; No Contest of Lien. Each Secured Creditor shall be solely responsible for perfecting and maintaining the perfection of its Lien in and to each item constituting the Collateral in which such Secured Creditor has been granted a Lien. The foregoing provisions of this Agreement are intended solely to govern the respective lien priorities as between the Secured Creditors and shall not impose on any Secured Creditor any obligations in respect of the disposition of proceeds of foreclosure on any Collateral which would conflict with prior perfected claims therein in favor of any other person or any order or decree of any court or other governmental authority or any applicable law. Each Secured Creditor agrees that it will not contest the validity, perfection, priority or enforceability of the Liens upon the Collateral of Secured Lenders CDS or AssigneesImperium, as the case may be, and that as between Secured LendersCDS, on the one hand, and AssigneesImperium, on the other, the terms of this Agreement shall govern even if part or all of the Secured Lenders CDS Debt or Super Senior Secured the Imperium Debt or the Liens securing payment and performance thereof are avoided, disallowed, set aside or otherwise invalidated in any judicial proceeding or otherwise.

Appears in 1 contract

Samples: Intercreditor Agreement (Integrated Biopharma Inc)

Rights of Third Parties; No Contest of Lien. Each Secured Creditor secured creditor shall be solely responsible for perfecting and maintaining the perfection of its Lien in and to each item constituting the Collateral in which such Secured Creditor secured creditor has been granted a Lien. The foregoing provisions of this Agreement are intended solely to govern the respective lien priorities as between the Secured Creditors and secured creditor sand shall not impose on any Secured Creditor secured creditor any obligations in respect of the disposition of proceeds of foreclosure on any Collateral which would conflict with prior perfected claims therein in favor of any other person or any order or decree of any court or other governmental authority or any applicable law. Each Secured Creditor secured creditor agrees that it will not contest the validity, perfection, priority or enforceability of the Liens upon the Collateral of Secured Lenders or Assignees, as the case may be, and that as between Secured Lenders, on the one hand, and Assignees, on the other, the terms of this Agreement shall govern even if part or all of the Secured Lenders Debt or Super Senior Secured Debt or the Liens securing payment and performance thereof are avoided, disallowed, set aside or otherwise invalidated in any judicial proceeding or otherwise.

Appears in 1 contract

Samples: Waiver and Amendment Agreement (Voip Inc)

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Rights of Third Parties; No Contest of Lien. Each Secured ------------------------------------------------ Creditor shall be solely responsible for perfecting and maintaining the perfection of its Lien in and to each item constituting the Collateral in which such Secured Creditor has been granted a Lien. The foregoing provisions of this Intercreditor Agreement are intended solely to govern the respective lien priorities as between the Secured Creditors and shall not impose on any Secured Creditor any obligations in respect of the disposition of proceeds of foreclosure on any Collateral which would conflict with prior perfected claims therein in favor of any other person or any order or decree of any court or other governmental authority or any applicable law. Each Secured Creditor agrees that it will not contest the validity, perfection, priority or enforceability of the Liens upon the Collateral of Secured Lenders Revolving Loan Lender or AssigneesNoteholder Agent, as the case may be, and that as between Secured LendersRevolving Loan Lender, on the one hand, and Assigneesthe Noteholder Agent and Noteholders, on the other, the terms of this Intercreditor Agreement shall govern even if part or all of the Secured Lenders Revolving Loan Debt or Super Senior Secured the Noteholder Debt or the Liens securing payment and performance thereof are avoided, disallowed, set aside or otherwise invalidated in any judicial proceeding or otherwise.

Appears in 1 contract

Samples: Intercreditor Agreement (Charys Holding Co Inc)

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