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 not permitted by the governing documents of such joint venture or other non Wholly-Owned Subsidiary; and
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Samples: Credit Agreement (Bway Parent Company, Inc.), Security Agreement (BWAY Holding CO)
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 To the extent that the creation 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 Security Interest would otherwise be included in the Collateral (and such Excluded Agreements shall not be deemed to constitute a part of breach or permit 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 acceleration or termination of such Excluded Agreements any Contract, licence or permit of the Company which constitutes Collateral (in each caseeach, except to a "Restricted Asset"), the extent any such breach, default or termination would be rendered ineffective under the PPSA or other applicable law); provided, however, that Security Interest created hereunder will constitute a security interest in an Excluded Agreement trust created in favour of the Secured Creditors Lender pursuant to which the Company shall attach immediately at such time hold as the Obligor’s grant of a security trustee its interest in all proceeds arising under or in connection with the Restricted Asset in trust for the Lender on the following basis:
(i) until the Security Interest has become enforceable, the Company shall be entitled to receive all such Excluded Agreement no longer results proceeds; and
(ii) whenever the Security Interest has become enforceable, all rights of the Company to receive such proceeds shall cease, the Company shall at the request of the Lender take all such actions to collect and enforce payment and other rights arising under the Restricted Asset in a breach, default accordance with the instructions of the Lender and all such proceeds arising under or termination thereof or thereunder and, in connection with the Restricted Asset shall be immediately paid over to the extent severable, shall attach immediately to any portion of such Excluded Agreement that does not result Lender. Other than in a respective breach, default or termination thereof or thereunder, including, without limitation, any proceeds of such Excluded Agreement; provided further, that, in furtherance the normal course of the foregoingCompany's business, the Obligor agrees that it Company shall not amend exercise any material Excluded Agreement rights of set-off with respect to amounts payable under or in effect as of connection with any Restricted Asset.
(2) Until the date hereof so that Security Interest shall have become enforceable, the grant of a the Security Interest in the Intellectual Property shall not affect in any way the Company's rights to commercially exploit the Intellectual Property (including but not limited to the licensing or disposition thereof), defend it, enforce the Company'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, provided that such action is not in breach of this security interest therein would result in a breachagreement or the Purchase Agreement, default or termination of such Excluded Agreement;the Note or any other Loan Document.
(b3) any rights The Security Interest shall not extend to consumer goods.
(4) The Security Interest shall not extend or property apply 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 last day of the security to be afforded thereby;
(d) in the case term of foreign jurisdictionsany lease or sublease or any agreement for a lease or sublease, those assets to the extent that such grant of a security interest is prohibited now held or hereafter acquired by the limitations Company in respect of applicable local law;
(e) real property, but the Company shall stand possessed of any Securities in a joint venture or other non Wholly-Owned Subsidiary such last day upon trust to assign and dispose of it as the extent that granting a security interest in or lien on such Securities is not permitted by the governing documents of such joint venture or other non Wholly-Owned Subsidiary; andLender may direct.
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Samples: Security Agreement (Cephalon Inc)
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 The Security Interest 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 respect to constitute a part of the Collateral) for so long as, and to the extent that, the granting of such Trademarks constitutes a security interest pursuant hereto would result in in, and a breachcharge, default or termination of hypothecation and pledge 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 Collateral in favour of the Collateral Agent for the benefit of the Secured Creditors shall attach immediately at Parties, but does not constitute an assignment or mortgage of 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, Collateral to the extent severableCollateral Agent or any Secured Party.
(2) Until the Security Interest is enforceable, 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 the Security Interest in the Intellectual Property does not affect in any way any Grantor’s rights to commercially exploit the Intellectual Property, defend it, enforce such Grantor’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.
(3) The Security Interest does not extend to consumer goods or ULC Shares.
(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 security lease or sublease of real property, now held or hereafter acquired by any Grantor, but such Grantor will stand possessed of any such last day upon trust to assign and dispose of it as the Collateral Agent may reasonably direct.
(5) Each Grantor shall, subject to Section 2.4(6) below, hold its interest therein in its Excluded Assets in trust for the Collateral Agent, provided that, until the Security Interest created hereby has become enforceable, such Grantor shall be entitled to all proceeds arising under or in connection with the Excluded Assets.
(6) To the extent that the creation of the trust in Section 2.4(5) above would result in constitute a breach, default breach or permit the acceleration or termination of such any Excluded Agreement;
(b) any rights or property Asset, the Security Interest created hereunder shall not attach to the extent that any valid and enforceable law or regulation applicable to such rights or property prohibits Excluded Asset, but the creation Security Interest created hereby will constitute a trust created in favour of a security interest therein;
(c) those assets as to which the Collateral Agent pursuant to which such Grantor shall agree to in hold as trustee 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 all proceeds arising under or lien on in connection with such Securities is not permitted by Excluded Asset in trust for the governing documents of Collateral Agent, provided that until the Security Interest created hereby has become enforceable, such joint venture or other non Wholly-Owned Subsidiary; andGrantor shall be entitled to receive all such proceeds
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