Scope of Security Interest. (1) To the extent that an assignment of amounts payable and other proceeds arising under or in connection with, or the grant of a security interest in any agreement, licence, permit or quota of the Obligor would result in the termination of such agreement, licence, permit or quota (each, a “Restricted Asset”), the Security Interest with respect to each Restricted Asset will constitute a trust created in favour of the Security Agent, for the benefit of the Finance Parties, pursuant to which the Obligor holds as trustee all proceeds arising under or in connection with the Restricted Asset in trust for the Security Agent, for the benefit of the Finance Parties, on the following basis:
(a) subject to the Facilities Agreement, until the Security Interest is enforceable the Obligor is entitled to receive all such proceeds; and
(b) whenever the Security Interest is enforceable, (i) all rights of the Obligor to receive such proceeds cease and all such proceeds will be immediately paid over to the Security Agent for the benefit of the Finance Parties, and (ii) the Obligor will take all actions requested by the Security Agent to collect and enforce payment and other rights arising under the Restricted Asset. The Obligor will use all commercially reasonable efforts to obtain the consent of each other party to any and all Restricted Assets to the assignment of such Restricted Asset to the Security Agent in accordance with this Agreement. The Obligor will also use all commercially reasonable efforts to ensure that all agreements entered into on and after the date of this Agreement expressly permit assignments of the benefits of such agreements as collateral security to the Security Agent in accordance with the terms of this Agreement.
(2) The Security Interest with respect to trade-marks constitutes a security interest in, and a charge, hypothecation and pledge of, such Collateral in favour of the Security Agent for the benefit of the Finance Parties, but does not constitute an assignment of such Collateral to the Security Agent or any Finance Party.
(3) Until the Security Interest is enforceable, the grant of the Security Interest in the Intellectual Property does not affect in any way the Obligor’s rights to commercially exploit the Intellectual Property, defend it, enforce the Obligor’s rights in it or with respect to it against third parties in any court or claim and be entitled to receive any damages with respect to any infringement of it.
(4) The Security Interes...
Scope of Security Interest. (a) The Security Interest with respect to the trade-marks constitutes a security interest in, and a charge, hypothecation and pledge of, such Collateral in favor of the Agent, but does not constitute an assignment or mortgage of such Collateral to the Agent or any Vendors. Until the Security Interest becomes enforceable, the grant of the Security Interest in the Intellectual Property will not affect in any way the Corporation’s rights to commercially exploit it or defend or enforce the Corporation’s rights in it or with respect to it.
(b) The Security Interest does not extend to consumer goods.
(c) The Security Interest does not extend or apply to the last day of the term of any lease or sublease or any agreement for a lease or sublease, now held or hereafter acquired by the Corporation in respect of real property, but the Corporation shall stand possessed of any such last day upon trust to assign and dispose of it as the Agent may direct.
Scope of Security Interest. (1) Notwithstanding Section 2.1, no security interest is or will be granted pursuant hereto in any right, title or interest of the Obligor under or in (each of (a) - (f) below, collectively, the “Excluded Collateral”):
(a) any Instruments, Contracts, chattel paper, intangibles, licenses, permit, quota or other contracts or agreements with or issued by Persons other than the Obligor or a Subsidiary of the Obligor or an Affiliate thereof (collectively, “Excluded Agreements”) that would otherwise be included in the Collateral (and such Excluded Agreements shall not be deemed to constitute a part of the Collateral) for so long as, and to the extent that, the granting of such a security interest pursuant hereto would result in a breach, default or termination of such Excluded Agreements (in each case, except to the extent any such breach, default or termination would be rendered ineffective under the PPSA or other applicable law); provided, however, that a security interest in an Excluded Agreement in favour of the Secured Creditors shall attach immediately at such time as the Obligor’s grant of a security interest in such Excluded Agreement no longer results in a breach, default or termination thereof or thereunder and, to the extent severable, shall attach immediately to any portion of such Excluded Agreement that does not result in a respective breach, default or termination thereof or thereunder, including, without limitation, any proceeds of such Excluded Agreement; provided further, that, in furtherance of the foregoing, the Obligor agrees that it shall not amend any material Excluded Agreement in effect as of the date hereof so that the grant of a security interest therein would result in a breach, default or termination of such Excluded Agreement;
(b) any rights or property to the extent that any valid and enforceable law or regulation applicable to such rights or property prohibits the creation of a security interest therein;
(c) those assets as to which the Collateral Agent shall agree to in its sole discretion that the cost of obtaining a security interest are excessive in relation to the value of the security to be afforded thereby;
(d) in the case of foreign jurisdictions, those assets to the extent that such grant of a security interest is prohibited by the limitations of applicable local law;
(e) any Securities in a joint venture or other non Wholly-Owned Subsidiary to the extent that granting a security interest in or lien on such Securities is ...
Scope of Security Interest. (a) The Collateral does not include and the Security Interest will not extend to consumer goods.
(b) The Security Interest will not extend or apply to the last day of the term of any lease or sublease or any agreement for a lease or sublease now held or subsequently acquired by APG in respect of real property, but APG will stand possessed of that last day on trust to assign and dispose of it as the Finance Parties may direct.
(c) To the extent that an assignment of amounts payable and other proceeds arising under or in connection with, or the grant of a security interest in any agreement, licence, permit or quota of APG would result in the termination of that agreement, licence, permit or quota (each, a Restricted Asset), the Security Interest with respect to each Restricted Asset will constitute a trust created in favour of the Finance Parties pursuant to which APG holds as trustee all proceeds arising under or in connection with the Restricted Asset in trust for the Finance Parties on the following basis:
(1) until the Security Interest is enforceable and subject to the Facility Agreements, APG is entitled to receive all those proceeds; and
(2) whenever the Security Interest is enforceable: · all rights of APG to receive those proceeds cease and all those proceeds will be immediately paid over to the Finance Parties; and · APG will take all actions requested by the Finance Parties to collect and enforce payment and other rights arising under the Restricted Asset.
Scope of Security Interest. (1) Notwithstanding anything to the contrary contained in Section 1.02, the Security Interest created hereunder shall not extend to, and the term “Collateral” shall not include, the following assets (collectively, the Excluded Assets and each, an Excluded Asset):
(a) any permit, license, contract or other asset issued by a Governmental Authority to the Grantor or any contract or other agreement to which the Grantor is a party, in each case, only to the extent and for so long as the terms of such permit, license, contract or other asset issued by a Governmental Authority to the Grantor of such contract or other agreement or any provision of law applicable thereto, validly prohibit the creation by the Grantor of a security interest in such permit, license or agreement in favour of the Collateral Agent (after giving effect to the PPSA, any other applicable law (including the Bankruptcy and Insolvency Act (Canada)) or principles of equity); and
(b) all accounts resulting from the sale or disposition of all property of the Grantor other than the Collateral and all supporting obligations and books and records relating thereto, provided, however, that Excluded Assets shall not include any proceeds, substitutions or replacements of any Excluded Assets referred to in clauses (a) through (b) (unless such proceeds, substitutions or replacements would constitute an Excluded Asset referred to in clauses (a) through (b).
(2) The Security Interest shall not extend to consumer goods.
(3) The Security Interest shall not extend or apply to the last day of the term of any lease or sublease or any agreement for a lease or sublease, now held or hereafter acquired by the Grantor in respect of real property, but the Grantor shall stand possessed of any such last day upon trust to assign and dispose of it as the Collateral Agent may direct.
Scope of Security Interest. (1) Nothing in Section 2.1 will be construed as an attempt by Xxxx to assign (which term will include a sub-lease, mortgage, pledge or charge) any lease, agreement, account, claim, demand or chose in action which, as a matter of Law or by its terms, is non-assignable without the consent of some other person unless such consent has been obtained. Nano will forthwith obtain such consent and, until such consent has been obtained, the Security Interest will not attach to such lease, agreement, account, claim, demand or chose in action but Xxxx will hold his interest therein in trust to assign or dispose thereof as the Subscriber may direct. Forthwith upon such consent being obtained, the Security Interest will apply to such lease, agreement, account, claim, demand or chose in action without the necessity of any further action or assurance on the part of any person.
(2) Until the Security Interest becomes enforceable, the grant of the Security Interest in the Intellectual Property will not affect in any way Xxxx’s rights to commercially exploit the Intellectual Property, to defend the Intellectual Property, to enforce Xxxx’s rights therein or with respect thereto against third parties in any court or to claim and be entitled to receive any damages with respect to any infringement thereof.
(3) The Security Interest will not extend to consumer goods.
(4) The Security Interest will not extend or apply to the last day of any term of years reserved by any lease now held or hereafter acquired by Nano, but Nano will stand possessed of any such reversion upon trust to assign or dispose thereof as the Subscriber may direct.
(5) The Subscriber will neither be deemed in any manner to have assumed any obligation of Nano under any lease or any contract nor will the Subscriber be liable to any Official Body or contract counterparty by reason of any default by any person under any lease, contract or otherwise. Xxxx agrees to indemnify and hold the Subscriber harmless of and from any and all liability, loss or damage which he may or might incur by reason of any claim or demand against him based on the Subscriber’s alleged assumption of Nano’s duty and obligation to perform and discharge the terms, covenants and agreements in any lease, contract or otherwise.
(6) It is expressly acknowledged by Xxxx that, notwithstanding any right or authority granted to Nano in this agreement or in any other agreement or instrument to deal with the Collateral, it is the intention of Nano and t...
Scope of Security Interest. The Security Interest shall not:
(a) extend or apply to the last day of the term of any lease, sublease or any agreement therefore applicable to all Collateral now held or hereafter acquired by the Corporation, but upon enforcement of the Security Interest, the Corporation shall thereafter stand possessed of such last day and shall hold it in trust for the Agent to assign the same to any person acquiring such term in the course of the enforcement of the Security Interest; or
(b) extend to, and the Collateral shall not include any agreement, right, franchise, licence or permit (the "CONTRACTUAL RIGHTS") to which the Corporation is a party or of which the Corporation has the benefit, to the extent that the creation of the Security Interest herein would constitute a breach of the terms of, or permit any person to terminate, the Contractual Rights, but the Corporation shall hold its interest therein in trust for the Agent to assign the same to any person acquiring all or any portion of the Collateral in the course of enforcement of the Security Interest.
Scope of Security Interest. To the extent that an assignment of amounts payable and other proceeds arising under or in connection with, or the grant of a security interest in any agreement, licence, permit or quota of any Obligor would result in the termination of such agreement, licence, permit or quota and such termination is otherwise enforceable under applicable law (each, a “Restricted Asset”), the Security Interest with respect to each Restricted Asset will constitute a trust created in favour of the Collateral Agent, for the benefit of the Secured Creditors, pursuant to which such Obligor holds as trustee all proceeds arising under or in connection with the Restricted Asset in trust for the Collateral Agent, for the benefit of the Secured Creditors, on the following basis:
Scope of Security Interest. (1) The Security Interest with respect to Trademarks constitutes a security interest in, and a charge, hypothecation and pledge of, such Collateral in favour of the Collateral Agent for the benefit of the Secured Creditors, but does not constitute an assignment or mortgage of such Collateral to the Collateral Agent or any Secured Creditor.
(2) Until the Security Interest is enforceable, the grant of the Security Interest in the Proprietary Rights Collateral does not affect in any way the applicable Obligor’s, rights to (i) commercially exploit the Proprietary Rights Collateral, (ii) defend it, (iii) enforce such Obligor’s rights in it or with respect to it against third parties in any court or (iv) claim and be entitled to receive any damages with respect to any infringement of it.
(3) The Security Interest does not extend to consumer goods.
(4) The Security Interest does not extend or apply to the last day of the term of any lease or sublease of real property or any agreement for a lease or sublease of real property, now held or hereafter acquired by any of the Obligors, but each of such Obligor will stand possessed of any such last day upon trust to assign and dispose of it as the Collateral Agent may reasonably direct.
(5) Notwithstanding any other provision of this Agreement, the Security Interest will not extend to Capital Stock of any Credit Party if the pledge of any such Capital Stock hereunder would require, pursuant to Rule 3-10 or Rule 3-16 of Regulation S-X under the U.S. Securities Act (or any other law, rule or regulation), the filing with the SEC (or any other governmental agency) of separate financial statements of such Credit Party due to the fact that such Credit Party’s Capital Stock secure the Secured
Scope of Security Interest. (1) To the extent that an assignment of amounts payable and other proceeds arising under or in connection with, or the grant of a security interest in any agreement, licence, permit or quota of the Grantor, or the grant of any licence as contemplated in Section 2.7, would result in the termination of such agreement, licence, permit or quota (each, a “Restricted Asset”), the Grantor shall hold as trustee all proceeds arising under or in connection with the Restricted Asset in trust for the Canadian Agent, for the benefit of the Secured Parties, and the Security Interest will constitute a trust created in favour of the Canadian Agent, for the benefit of the Secured Parties, on the following basis:
(i) until the Security Interest is enforceable, the Grantor is entitled to receive all such proceeds; and
(ii) whenever the Security Interest is enforceable, (A) all rights of the Grantor to receive such proceeds cease and all such proceeds will be immediately paid over to the Canadian Agent for the benefit of the Secured Parties, and (B) the Grantor will take all actions requested by the Canadian Agent to collect and enforce payment and other rights arising under the Restricted Asset.
(2) The Grantor will use all commercially reasonable efforts to obtain the consent of each other party to any and all Restricted Assets to the assignment of such Restricted Asset to the Canadian Agent in accordance with this Agreement.
(3) The Security Interest does not extend to Consumer Goods.
(4) The Security Interest does not extend or apply to the last day of the term of any lease or sublease of real property or any agreement for a lease or sublease of real property, now held or hereafter acquired by the Grantor, but the Grantor will stand possessed of any such last day upon trust to assign and dispose of it as the Canadian Agent may reasonably direct.
(5) The Canadian Agent will not seek to perfect the Security Interest in Leases and Leaseholds absent the occurrence of an Event of Default; however, following the occurrence and during the continuance of an Event of Default, and upon the receipt of a written request by the Canadian Agent, the Grantor shall endeavour to take such action as may reasonably be necessary to perfect the Security Interest in, or obtain any necessary landlord consents in respect of, Leases and Leaseholds.
