Security Agreement; Collateral Assignment Sample Clauses

Security Agreement; Collateral Assignment. The Loan Parties and Agent, for the benefit of the Purchasers, shall have entered into (i) a security agreement or security agreements, granting to Agent a security interest in the assets of the US Loan Parties subordinated in lien priority only to the Liens in favor of the Senior Lender and subject to no other Liens other than Permitted Liens, in form and substance as set forth in Exhibit C attached hereto (as the same may be amended, modified or supplemented from time to time in accordance with the terms thereof, the "Security Agreement"), (ii) a security agreement or security agreements, granting to Agent a security interest in the assets of the Canadian Loan Parties subordinated in lien priority only to the Liens in favor of the Senior Lender as contemplated therein and subject to no other Liens other than any other Permitted Liens, in form and substance acceptable to Agent attached hereto (as the same may be amended, modified or supplemented from time to time in accordance with the terms thereof, the "Canadian Security Agreement"), (iii) pledge agreements granting to Agent for the benefit of Purchasers a pledge of the equity securities held by (A) the US Loan Parties and (B) the Canadian Loan Parties with respect to the Canadian Notes and related obligations, in form and substance acceptable to Agent as the same may be amended, modified or supplemented from time to time in accordance with the terms hereof (the "Pledge Agreements") and (iv) a collateral patent, trademark, copyright and license acknowledgement in form and substance as set forth in Exhibit D attached hereto (as the same may be amended, modified or supplemented from time to time in accordance with the terms thereof, the "IP Acknowledgement"). The Loan Parties shall have executed and delivered to Agent, for the benefit of the Purchasers, such financing statements and other instruments (collectively, "Financing Statements") as Agent shall require in order to perfect and maintain the continued perfection of the security interest created by the Security Agreement. Agent shall have received reports of filings with appropriate government agencies showing that there are no Liens on the Collateral other than Permitted Liens.
Sample 1
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Security Agreement; Collateral Assignment. The Loan Parties and Purchaser shall have entered into (i) a security agreement, with Purchaser subordinated in lien priority only to the Liens in favor of the Senior Lender as contemplated therein, in form and substance as set forth in Exhibit C attached hereto (as the same may be amended, modified or supplemented from time to time in accordance with the terms thereof, the "Security Agreement") and (ii) a trademark security agreement and a patent security agreement, each in form and substance as set forth in Exhibit D (collectively, as the same may be amended, modified or supplemented from time to time in accordance with the terms thereof, the "Collateral Assignment"). The Loan Parties shall have executed and delivered to Purchaser such financing statements ("Financing Statements") as Purchaser shall require in order to perfect and maintain the continued perfection of the security interest created by the Security Agreement. Purchaser shall have received reports of filings with appropriate government agencies showing that there are no Liens on the assets of the Loan Parties other than Permitted Liens.
Sample 1
Security Agreement; Collateral Assignment. The Company and Agent, for the benefit of Purchasers, shall have entered into (i) a security agreement, in form and substance as set forth in Exhibit F attached hereto (as the same may be amended, modified or supplemented from time to time in accordance with the terms thereof, the “Security Agreement”) and (ii) a collateral patent, trademark, copyright and license assignment or assignments in form and substance as set forth in Exhibit G attached hereto (as the same may be amended, modified or supplemented from time to time in accordance with the terms thereof, the “Collateral Assignment”). The Company shall have executed and delivered to Agent, for the benefit of Purchasers, such financing statements and other instruments (collectively, “Financing Statements”) as Agent shall require in order to perfect and maintain the continued perfection of the security interest created by the Security Agreement and the Collateral Assignment. Agent shall have received reports of filings with appropriate government agencies showing that there are no Liens on the assets of the Company other than Permitted Liens.
Sample 1

Related to Security Agreement; Collateral Assignment

  • Collateral Assignment The Owner may assign this contract as collateral security. The Company is not responsible for the validity or effect of a collateral assignment. The Company will not be responsible to an assignee for any payment or other action taken by the Company before receipt of the assignment in writing at its Home Office. The interest of any beneficiary will be subject to any collateral assignment made either before or after the beneficiary is named. A collateral assignee is not an Owner. A collateral assignment is not a transfer of ownership. Ownership can be transferred only by complying with Section 8.2.

  • Security Agreement The words "Security Agreement" mean and include without limitation any agreements, promises, covenants, arrangements, understandings or other agreements, whether created by law, contract, or otherwise, evidencing, governing, representing, or creating a Security Interest.

  • Assignment of Collateral There is no material collateral securing any Mortgage Loan that has not been assigned to the Purchaser.

  • Security Agreement and Fixture Filing (a) This Mortgage is both a real property mortgage and a "security agreement" within the meaning of the Uniform Commercial Code. The Mortgaged Property includes both real and personal property and all other rights and interests, whether tangible or intangible in nature, of Mortgagor in the Mortgaged Property. Mortgagor by executing and delivering this Mortgage has granted and hereby grants to Mortgagee, as security for the Obligations, a security interest in the Mortgaged Property to the full extent that the Mortgaged Property may be subject to the Uniform Commercial Code (said portion of the Mortgaged Property so subject to the Uniform Commercial Code being called in this paragraph 27 the "UCC Collateral"). If an Event of Default shall occur, Mortgagee, in addition to any other rights and remedies which it may have, shall have and may exercise immediately and without demand, any and all rights and remedies granted to a secured party upon default under the Uniform Commercial Code, including, without limiting the generality of the foregoing, the right to take possession of the UCC Collateral or any part thereof, and to take such other measures as Mortgagee may deem necessary for the care, protection and preservation of the UCC Collateral. Upon request or demand of Mortgagee, Mortgagor shall at its expense assemble the UCC Collateral and make it available to Mortgagee at a convenient place acceptable to Mortgagee. Mortgagor shall pay to Mortgagee on demand any and all expenses, including legal expenses and attorneys' fees, incurred or paid by Mortgagee in protecting the interest in the UCC Collateral and in enforcing the rights hereunder with respect to the UCC Collateral. Any notice of sale, disposition or other intended action by Mortgagee with respect to the UCC Collateral sent to Mortgagor in accordance with the provisions hereof at least ten (10) days prior to such action, shall constitute commercially reasonable notice to Mortgagor. The proceeds of any disposition of the UCC Collateral, or any part thereof, may be applied by Mortgagee to the payment of the Obligations in such priority and proportions as Mortgagee in its discretion shall deem proper.

  • Security Agreements Signed original security agreements, assignments, financing statements and fixture filings (together with collateral in which the Bank requires a possessory security interest), which the Bank requires.

  • Guaranty and Collateral Agreement A counterpart of the Guaranty and Collateral Agreement executed by each Loan Party, together with all instruments, transfer powers and other items required to be delivered in connection therewith.

  • Trademark Security Agreement The Trademark Collateral Security and Pledge Agreement, dated or to be dated on or prior to the Closing Date, between the Borrower and the Collateral Agent and in form and substance satisfactory to the Banks, the Collateral Agent and the Agents.

  • Collateral Agreement The security interests granted to the Administrative Agent herein are granted in furtherance, and not in limitation of, the security interests granted to the Administrative Agent pursuant to the Collateral Agreement. Each Grantor hereby acknowledges and affirms that the rights and remedies of the Administrative Agent with respect to the Copyright Collateral are more fully set forth in the Collateral Agreement, the terms and provisions of which are hereby incorporated herein by reference as if fully set forth herein. In the event of any conflict between the terms of this Agreement and the Collateral Agreement, the terms of the Collateral Agreement shall govern.

  • The Mortgages In the event that any of the Collateral hereunder is also subject to a valid and enforceable Lien under the terms of any Mortgage and the terms of such Mortgage are inconsistent with the terms of this Agreement, then with respect to such Collateral, the terms of such Mortgage shall be controlling in the case of fixtures and real estate leases, letting and licenses of, and contracts and agreements relating to the lease of, real property, and the terms of this Agreement shall be controlling in the case of all other Collateral.

  • Security Instruments (i) The Administrative Agent shall fail to have an Acceptable Security Interest in any portion of the Collateral or (ii) any Security Instrument shall at any time and for any reason cease to create the Lien on the Property purported to be subject to such agreement in accordance with the terms of such agreement, or cease to be in full force and effect, or shall be contested by the Borrower, any Guarantor or any of their respective Subsidiaries;

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