Security Interest Absolute. All rights of the Secured Party and all Obligations of the Company hereunder, shall be absolute and unconditional, irrespective of: (a) any lack of validity or enforceability of this Agreement, the Notes, the Warrants or any agreement entered into in connection with the foregoing, or any portion hereof or thereof; (b) any change in the time, manner or place of payment or performance of, or in any other term of, all or any of the Obligations, or any other amendment or waiver of or any consent to any departure from the Notes, the Warrants or any other agreement entered into in connection with the foregoing; (c) any exchange, release or nonperfection of any of the Intellectual Property, or any release or amendment or waiver of or consent to departure from any other Intellectual Property for, or any guaranty, or any other security, for all or any of the Obligations; (d) any action by the Secured Party to obtain, adjust, settle and cancel in its sole discretion any insurance claims or matters made or arising in connection with the Intellectual Property; or (e) any other circumstance which might otherwise constitute any legal or equitable defense available to the Company, or a discharge of all or any part of the Security Interest granted hereby. Until the Obligations shall have been paid and performed in full, the rights of the Secured Party shall continue even if the Obligations are barred for any reason, including, without limitation, the running of the statute of limitations or bankruptcy. The Company expressly waives presentment, protest, notice of protest, demand, notice of nonpayment and demand for performance. In the event that at any time any transfer of any Intellectual Property or any payment received by the Secured Party hereunder shall be deemed by final order of a court of competent jurisdiction to have been a voidable preference or fraudulent conveyance under the bankruptcy or insolvency laws of the United States, or shall be deemed to be otherwise due to any party other than the Secured Party, then, in any such event, the Company's obligations hereunder shall survive cancellation of this Agreement, and shall not be discharged or satisfied by any prior payment thereof and/or cancellation of this Agreement, but shall remain a valid and binding obligation enforceable in accordance with the terms and provisions hereof. The Company waives all right to require the Secured Party to proceed against any other person or to apply any Intellectual Property which the Secured Party may hold at any time, or to marshal assets, or to pursue any other remedy. The Company waives any defense arising by reason of the application of the statute of limitations to any obligation secured hereby.

Appears in 92 contracts

Samples: Intellectual Property Security Agreement (Skylynx Communications Inc), Intellectual Property Security Agreement (Modern Technology Corp), Intellectual Property Security Agreement (Banyan Corp /Or/)

Security Interest Absolute. All rights of the Secured Party and all Obligations of the Company hereunder, shall be absolute and unconditional, irrespective of: (a) any lack of validity or enforceability of this Agreement, the Notes, the Warrants or any agreement entered into in connection with the foregoing, or any portion hereof or thereof; (b) any change in the time, manner or place of payment or performance of, or in any other term of, all or any of the Obligations, or any other amendment or waiver of or any consent to any departure from the Notes, the Warrants or any other agreement entered into in connection with the foregoing; (c) any exchange, release or nonperfection of any of the ~~Intellectual Property~~Collateral, or any release or amendment or waiver of or consent to departure from any other ~~Intellectual Property~~ collateral for, or any guaranty, or any other security, for all or any of the Obligations; (d) any action by the Secured Party to obtain, adjust, settle and cancel in its sole discretion any insurance claims or matters made or arising in connection with the ~~Intellectual Property~~Collateral; or (e) any other circumstance which might otherwise constitute any legal or equitable defense available to the Company, or a discharge of all or any part of the Security Interest granted hereby. Until the Obligations shall have been paid and performed in full, the rights of the Secured Party shall continue even if the Obligations are barred for any reason, including, without limitation, the running of the statute of limitations or bankruptcy. The Company expressly waives presentment, protest, notice of protest, demand, notice of nonpayment and demand for performance. In the event that at any time any transfer of any ~~Intellectual Property~~ Collateral or any payment received by the Secured Party hereunder shall be deemed by final order of a court of competent jurisdiction to have been a voidable preference or fraudulent conveyance under the bankruptcy or insolvency laws of the United States, or shall be deemed to be otherwise due to any party other than the Secured Party, then, in any such event, the Company's obligations hereunder shall survive cancellation of this Agreement, and shall not be discharged or satisfied by any prior payment thereof and/or cancellation of this Agreement, but shall remain a valid and binding obligation enforceable in accordance with the terms and provisions hereof. The Company waives all right to require the Secured Party to proceed against any other person or to apply any ~~Intellectual Property~~ Collateral which the Secured Party may hold at any time, or to marshal assets, or to pursue any other remedy. The Company waives any defense arising by reason of the application of the statute of limitations to any obligation secured hereby.

Appears in 88 contracts

Samples: Security Agreement (Crystal International Travel Group, Inc.), Security Agreement (Banyan Corp /Or/), Security Agreement (Furia Organization Inc /De/)

Security Interest Absolute. All rights of the Secured Party and all Obligations of the Company hereunder, shall be absolute and unconditional, irrespective of: (a) any lack of validity or enforceability of this Agreement, the Notes, the Warrants or any agreement entered into in connection with the foregoing, or any portion hereof or thereof; (b) any change in the time, manner or place of payment or performance of, or in any other term of, all or any of the Obligations, or any other amendment or waiver of or any consent to any departure from the Notes, the Warrants or any other agreement entered into in connection with the foregoing; (c) any exchange, release or nonperfection of any of the Intellectual Property, or any release or amendment or waiver of or consent to departure from any other Intellectual Property for, or any guaranty, or any other security, for all or any of the Obligations; (d) any action by the Secured Party to obtain, adjust, settle and cancel in its sole discretion any insurance claims or matters made or arising in connection with the Intellectual Property; or (e) any other circumstance which might otherwise constitute any legal or equitable defense available to the Company, or a discharge of all or any part of the Security Interest granted hereby. Until the Obligations shall have been paid and performed in full, the rights of the Secured Party shall continue even if the Obligations are barred for any reason, including, without limitation, the running of the statute of limitations or bankruptcy. The Company expressly waives presentment, protest, notice of protest, demand, notice of nonpayment and demand for performance. In the event that at any time any transfer of any Intellectual Property or any payment received by the Secured Party hereunder shall be deemed by final order of a court of competent jurisdiction to have been a voidable preference or fraudulent conveyance under the bankruptcy or insolvency laws of the United States, or shall be deemed to be otherwise due to any party other than the Secured Party, then, in any such event, the Company's ’s obligations hereunder shall survive cancellation of this Agreement, and shall not be discharged or satisfied by any prior payment thereof and/or cancellation of this Agreement, but shall remain a valid and binding obligation enforceable in accordance with the terms and provisions hereof. The Company waives all right to require the Secured Party to proceed against any other person or to apply any Intellectual Property which the Secured Party may hold at any time, or to marshal assets, or to pursue any other remedy. The Company waives any defense arising by reason of the application of the statute of limitations to any obligation secured hereby.

Appears in 64 contracts

Samples: Intellectual Property Security Agreement (Golden Patriot Corp), Intellectual Property Security Agreement (Sew Cal Logo Inc), Intellectual Property Security Agreement (Itronics Inc)

Security Interest Absolute. All rights of the Secured Party and all Obligations of the Company hereunder, shall be absolute and unconditional, irrespective of: (a) any lack of validity or enforceability of this Agreement, the Notes, the Warrants or any agreement entered into in connection with the foregoing, or any portion hereof or thereof; (b) any change in the time, manner or place of payment or performance of, or in any other term of, all or any of the Obligations, or any other amendment or waiver of or any consent to any departure from the Notes, the Warrants or any other agreement entered into in connection with the foregoing; (c) any exchange, release or nonperfection of any of the ~~Intellectual Property~~Collateral, or any release or amendment or waiver of or consent to departure from any other ~~Intellectual Property~~ collateral for, or any guaranty, or any other security, for all or any of the Obligations; (d) any action by the Secured Party to obtain, adjust, settle and cancel in its sole discretion any insurance claims or matters made or arising in connection with the ~~Intellectual Property~~Collateral; or (e) any other circumstance which might otherwise constitute any legal or equitable defense available to the Company, or a discharge of all or any part of the Security Interest granted hereby. Until the Obligations shall have been paid and performed in full, the rights of the Secured Party shall continue even if the Obligations are barred for any reason, including, without limitation, the running of the statute of limitations or bankruptcy. The Company expressly waives presentment, protest, notice of protest, demand, notice of nonpayment and demand for performance. In the event that at any time any transfer of any ~~Intellectual Property~~ Collateral or any payment received by the Secured Party hereunder shall be deemed by final order of a court of competent jurisdiction to have been a voidable preference or fraudulent conveyance under the bankruptcy or insolvency laws of the United States, or shall be deemed to be otherwise due to any party other than the Secured Party, then, in any such event, the Company's ’s obligations hereunder shall survive cancellation of this Agreement, and shall not be discharged or satisfied by any prior payment thereof and/or cancellation of this Agreement, but shall remain a valid and binding obligation enforceable in accordance with the terms and provisions hereof. The Company waives all right to require the Secured Party to proceed against any other person or to apply any ~~Intellectual Property~~ Collateral which the Secured Party may hold at any time, or to marshal assets, or to pursue any other remedy. The Company waives any defense arising by reason of the application of the statute of limitations to any obligation secured hereby.

Appears in 62 contracts

Samples: Security Agreement (Investview, Inc.), Security Agreement (Investview, Inc.), Security Agreement (Global Investor Services, Inc.)

Security Interest Absolute. All rights of the Secured Party and all Obligations of the Company hereunder, shall be absolute and unconditional, irrespective of: (a) any lack of validity or enforceability of this Agreement, the ~~Notes~~Debentures, the Warrants or any agreement entered into in connection with the foregoing, or any portion hereof or thereof; (b) any change in the time, manner or place of payment or performance of, or in any other term of, all or any of the Obligations, or any other amendment or waiver of or any consent to any departure from the ~~Notes~~Debentures, the Warrants or any other agreement entered into in connection with the foregoing; (c) any exchange, release or nonperfection of any of the ~~Intellectual Property~~Collateral, or any release or amendment or waiver of or consent to departure from any other ~~Intellectual Property~~ collateral for, or any guaranty, or any other security, for all or any of the Obligations; (d) any action by the Secured Party to obtain, adjust, settle and cancel in its sole discretion any insurance claims or matters made or arising in connection with the ~~Intellectual Property~~Collateral; or (e) any other circumstance which might otherwise constitute any legal or equitable defense available to the Company, or a discharge of all or any part of the Security Interest granted hereby. Until the Obligations shall have been paid and performed in full, the rights of the Secured Party shall continue even if the Obligations are barred for any reason, including, without limitation, the running of the statute of limitations or bankruptcy. The Company expressly waives presentment, protest, notice of protest, demand, notice of nonpayment and demand for performance. In the event that at any time any transfer of any ~~Intellectual Property~~ Collateral or any payment received by the Secured Party hereunder shall be deemed by final order of a court of competent jurisdiction to have been a voidable preference or fraudulent conveyance under the bankruptcy or insolvency laws of the United States, or shall be deemed to be otherwise due to any party other than the Secured Party, then, in any such event, the Company's obligations hereunder shall survive cancellation of this Agreement, and shall not be discharged or satisfied by any prior payment thereof and/or cancellation of this Agreement, but shall remain a valid and binding obligation enforceable in accordance with the terms and provisions hereof. The Company waives all right to require the Secured Party to proceed against any other person or to apply any ~~Intellectual Property~~ Collateral which the Secured Party may hold at any time, or to marshal assets, or to pursue any other remedy. The Company waives any defense arising by reason of the application of the statute of limitations to any obligation secured hereby.

Appears in 39 contracts

Samples: Security Agreement (Sun Network Group Inc), Security Agreement (Seaview Video Technology Inc), Security Agreement (Idial Networks Inc)

Security Interest Absolute. All rights of the Secured Party and all Obligations of the Company hereunder, shall be absolute and unconditional, irrespective of: (ai) any lack of validity or enforceability of this Agreement, the ~~Notes~~Purchase Agreement, ~~the Warrants~~ and any other Transaction Documents or any agreement entered into in connection with the foregoing, or any portion hereof or thereof; (bii) any change in the time, manner or place of payment or performance of, or in any other term of, all or any of the Obligations, or any other amendment or waiver of or any consent to any departure from the ~~Notes~~terms and provisions of the Purchase Agreement, ~~the Warrants~~ any other Transaction Documents, or any other agreement entered into in connection with the foregoing; (ciii) any exchange, release or ~~nonperfection~~ non-perfection of any of the ~~Intellectual Property~~Collateral, or any release or amendment or waiver of or consent to departure from any other ~~Intellectual Property~~ collateral for, or any guaranty, or any other security, for all or any of the Obligations; (div) any action by the Secured Party to obtain, adjust, settle and cancel in its sole discretion any insurance claims or matters made or arising in connection with the ~~Intellectual Property~~Collateral; or (ev) any other circumstance which might otherwise constitute any legal or equitable defense available to the Company, or a discharge of all or any part of the ~~Security Interest~~ security interests granted hereby. Until the Obligations shall have been paid and performed in full, the rights of the Secured Party shall continue even if the Obligations are barred for any reason, including, ~~without limitation,~~ the running of the statute of limitations or bankruptcy~~. The Company expressly waives presentment, protest, notice of protest, demand, notice of nonpayment and demand for performance~~. In the event that at any time any transfer of any ~~Intellectual Property~~ Collateral or any payment received by the Secured Party hereunder shall be deemed by final order of a court of competent jurisdiction to have been a voidable preference or fraudulent conveyance under the Bankruptcy Code or any other similar insolvency or bankruptcy ~~or insolvency~~ laws of ~~the United States~~any jurisdiction , or shall be deemed to be otherwise due to any party other than the Secured Party, then, in any such event, the Company's ’s obligations hereunder shall survive cancellation of this Agreement, and shall not be discharged or satisfied by any prior payment thereof and/or cancellation of this Agreement, but shall remain a valid and binding obligation enforceable in accordance with the terms and provisions hereof. The Company waives all right to require the Secured Party to proceed against any other ~~person~~ Person or to apply any ~~Intellectual Property~~ Collateral which the Secured Party may hold at any time~~, or to marshal assets~~, or to pursue any other remedy. The Company waives any defense arising by reason of the application of the statute of limitations to any obligation secured hereby.

Appears in 23 contracts

Samples: Security Agreement (NovAccess Global Inc.), Security Agreement (EzFill Holdings Inc), Security Agreement (Growlife, Inc.)

Security Interest Absolute. All rights of the Secured Party and all Obligations of the Company hereunder, shall be absolute and unconditional, irrespective of: (a) any lack of validity or enforceability of this Agreement, the ~~Notes~~Debentures, the Warrants or any agreement entered into in connection with the foregoing, or any portion hereof or thereof; (b) any change in the time, manner or place of payment or performance of, or in any other term of, all or any of the Obligations, or any other amendment or waiver of or any consent to any departure from the ~~Notes~~Debentures, the Warrants or any other agreement entered into in connection with the foregoing; (c) any exchange, release or nonperfection of any of the Intellectual Property, or any release or amendment or waiver of or consent to departure from any other Intellectual Property for, or any guaranty, or any other security, for all or any of the Obligations; (d) any action by the Secured Party to obtain, adjust, settle and cancel in its sole discretion any insurance claims or matters made or arising in connection with the Intellectual Property; or (e) any other circumstance which might otherwise constitute any legal or equitable defense available to the Company, or a discharge of all or any part of the Security Interest granted hereby. Until the Obligations shall have been paid and performed in full, the rights of the Secured Party shall continue even if the Obligations are barred for any reason, including, without limitation, the running of the statute of limitations or bankruptcy. The Company expressly waives presentment, protest, notice of protest, demand, notice of nonpayment and demand for performance. In the event that at any time any transfer of any Intellectual Property or any payment received by the Secured Party hereunder shall be deemed by final order of a court of competent jurisdiction to have been a voidable preference or fraudulent conveyance under the bankruptcy or insolvency laws of the United States, or shall be deemed to be otherwise due to any party other than the Secured Party, then, in any such event, the Company's obligations hereunder shall survive cancellation of this Agreement, and shall not be discharged or satisfied by any prior payment thereof and/or cancellation of this Agreement, but shall remain a valid and binding obligation enforceable in accordance with the terms and provisions hereof. The Company waives all right to require the Secured Party to proceed against any other person or to apply any Intellectual Property which the Secured Party may hold at any time, or to marshal assets, or to pursue any other remedy. The Company waives any defense arising by reason of the application of the statute of limitations to any obligation secured hereby.

Appears in 22 contracts

Samples: Intellectual Property Security Agreement (Idial Networks Inc), Intellectual Property Security Agreement (Peak Entertainement Holdings Inc), Security Agreement (Peak Entertainment Holdings Inc)

Security Interest Absolute. All rights of ~~the~~ Secured Party hereunder, the Security Interest and all ~~Obligations~~ obligations of ~~the Company hereunder,~~ Debtor hereunder shall be absolute and ~~unconditional~~unconditional irrespective of (i) any filing by or against Debtor of any petition in bankruptcy or any action under federal or state law for the relief of debtors or the seeking or consenting to of the appointment of an administrator, ~~irrespective of:~~ receiver, custodian or similar officer for the wind up of its business; (aii) any lack of validity or enforceability of ~~this Agreement, the Notes, the Warrants or~~ any agreement ~~entered into in connection~~ with respect to any of the ~~foregoing~~Obligations, ~~or any portion hereof or thereof;~~ (biii) any change in the time, manner or place of payment ~~or performance~~ of, or in any other term of, all or any of the Obligations, or any other amendment or waiver of or any consent to any departure from any agreement or instrument with respect to the ~~Notes~~Obligations, ~~the Warrants or any other agreement entered into in connection with the foregoing;~~ (~~c) any~~ iv)any exchange, release or ~~nonperfection~~ non-perfection of any ~~of the Intellectual Property,~~ lien or any release or amendment or waiver of or consent to under or departure from any ~~other Intellectual Property for~~guarantee, securing or ~~any guaranty, or any other security, for~~ guaranteeing all or any of the Obligations~~; (d) any action by the Secured Party to obtain~~, ~~adjust, settle and cancel in its sole discretion any insurance claims or matters made or arising in connection with the Intellectual Property;~~ or (ev) any other circumstance ~~which~~ that might otherwise constitute ~~any legal or equitable~~ a defense available ~~to the Company~~to, or a discharge of, Debtor in respect of the Obligations or this Agreement. If, after receipt of any payment of all or any part of the ~~Security Interest granted hereby. Until~~ Obligations, Secured Party is for any reason compelled to surrender such payment to any person or entity, because such payment is determined to be void or voidable as a preference, impermissible setoff, or a diversion of trust funds, or for any other reason, such payment shall be reinstated as part of the Obligations and this Agreement shall continue in full force notwithstanding any contrary action which may have been ~~paid and performed in full, the rights of the~~ taken by Secured Party ~~shall continue even if the Obligations are barred for~~ in reliance upon such payment, and any reason, including, without limitation, the running of the statute of limitations or bankruptcy. The Company expressly waives presentment, protest, notice of protest, demand, notice of nonpayment and demand for performance. In the event that at any time any transfer of any Intellectual Property or any payment received by the Secured Party hereunder such contrary action so taken shall be ~~deemed by final order of a court of competent jurisdiction~~ without prejudice to ~~have been a voidable preference or fraudulent conveyance~~ Secured Party’s rights under ~~the bankruptcy or insolvency laws of the United States, or~~ this Agreement and shall be deemed to ~~be otherwise due to any party other than the Secured Party, then, in any~~ have been conditioned upon such ~~event, the Company's obligations hereunder shall survive cancellation of this Agreement,~~ payment having become final and shall not be discharged or satisfied by any prior payment thereof and/or cancellation of this Agreement, but shall remain a valid and binding obligation enforceable in accordance with the terms and provisions hereof. The Company waives all right to require the Secured Party to proceed against any other person or to apply any Intellectual Property which the Secured Party may hold at any time, or to marshal assets, or to pursue any other remedy. The Company waives any defense arising by reason of the application of the statute of limitations to any obligation secured herebyirrevocable.

Appears in 17 contracts

Samples: General Security Agreement (Rand Capital Corp), General Security Agreement (Corning Natural Gas Holding Corp), General Security Agreement (Corning Natural Gas Holding Corp)

Security Interest Absolute. All rights of the Secured ~~Party~~ Parties and all ~~Obligations~~ obligations of the ~~Company~~ Debtors hereunder, shall be absolute and unconditional, irrespective of: (a) any lack of validity or enforceability of this Agreement, the ~~Notes, the Warrants~~ Debentures or any agreement entered into in connection with the foregoing, or any portion hereof or thereof; (b) any change in the time, manner or place of payment or performance of, or in any other term of, all or any of the Obligations, or any other amendment or waiver of or any consent to any departure from the ~~Notes, the Warrants~~ Debentures or any other agreement entered into in connection with the foregoing; (c) any exchange, release or nonperfection of any of the ~~Intellectual Property~~Collateral, or any release or amendment or waiver of or consent to departure from any other ~~Intellectual Property~~ collateral for, or any guaranty, or any other security, for all or any of the Obligations; (d) any action by the Secured ~~Party~~ Parties to obtain, adjust, settle and cancel in its sole discretion any insurance claims or matters made or arising in connection with the ~~Intellectual Property~~Collateral; or (e) any other circumstance which might otherwise constitute any legal or equitable defense available to ~~the Company~~a Debtor, or a discharge of all or any part of the Security Interest granted hereby. Until the Obligations shall have been paid and performed in full, the rights of the Secured ~~Party~~ Parties shall continue even if the Obligations are barred for any reason, including, without limitation, the running of the statute of limitations or bankruptcy. ~~The Company~~ Each Debtor expressly waives presentment, protest, notice of protest, demand, notice of nonpayment and demand for performance. In the event that at any time any transfer of any ~~Intellectual Property~~ Collateral or any payment received by the Secured ~~Party~~ Parties hereunder shall be deemed by final order of a court of competent jurisdiction to have been a voidable preference or fraudulent conveyance under the bankruptcy or insolvency laws of the United States, or shall be deemed to be otherwise due to any party other than the Secured ~~Party~~Parties, then, in any such event, ~~the Company's~~ each Debtor’s obligations hereunder shall survive cancellation of this Agreement, and shall not be discharged or satisfied by any prior payment thereof and/or cancellation of this Agreement, but shall remain a valid and binding obligation enforceable in accordance with the terms and provisions hereof. ~~The Company~~ Each Debtor waives all right to require the Secured ~~Party~~ Parties to proceed against any other person or entity or to apply any ~~Intellectual Property~~ Collateral which the Secured ~~Party~~ Parties may hold at any time, or to marshal assets, or to pursue any other remedy. ~~The Company~~ Each Debtor waives any defense arising by reason of the application of the statute of limitations to any obligation secured hereby.

Appears in 17 contracts

Samples: Security Agreement (Chembio Diagnostics, Inc.), Security Agreement (Unity Wireless Corp), Security Agreement (Id-Confirm, Inc.)

Security Interest Absolute. All rights of the Secured Party and all Obligations of the Company hereunder, shall be absolute and unconditional, irrespective of: (a) any lack of validity or enforceability of this Agreement, the ~~Notes, the Warrants~~ Debentures or any agreement entered into in connection with the foregoing, or any portion hereof or thereof; (b) any change in the time, manner or place of payment or performance of, or in any other term of, all or any of the Obligations, or any other amendment or waiver of or any consent to any departure from the ~~Notes, the Warrants~~ Debentures or any other agreement entered into in connection with the foregoing; (c) any exchange, release or nonperfection of any of the ~~Intellectual Property~~Collateral, or any release or amendment or waiver of or consent to departure from any other ~~Intellectual Property~~ collateral for, or any guaranty, or any other security, for all or any of the Obligations; (d) any action by the Secured Party to obtain, adjust, settle and cancel in its sole discretion any insurance claims or matters made or arising in connection with the ~~Intellectual Property~~Collateral; or (e) any other circumstance which might otherwise constitute any legal or equitable defense available to the Company, or a discharge of all or any part of the Security Interest granted hereby. Until the Obligations shall have been paid and performed in full, the rights of the Secured Party shall continue even if the Obligations are barred for any reason, including, without limitation, the running of the statute of limitations or bankruptcy. The Company expressly waives presentment, protest, notice of protest, demand, notice of nonpayment and demand for performance. In the event that at any time any transfer of any ~~Intellectual Property~~ Collateral or any payment received by the Secured Party hereunder shall be deemed by final order of a court of competent jurisdiction to have been a voidable preference or fraudulent conveyance under the bankruptcy or insolvency laws of the United States, or shall be deemed to be otherwise due to any party other than the Secured Party, then, in any such event, the Company's obligations hereunder shall survive cancellation of this Agreement, and shall not be discharged or satisfied by any prior payment thereof and/or cancellation of this Agreement, but shall remain a valid and binding obligation enforceable in accordance with the terms and provisions hereof. The Company waives all right to require the Secured Party to proceed against any other person or to apply any ~~Intellectual Property~~ Collateral which the Secured Party may hold at any time, or to marshal assets, or to pursue any other remedy. The Company waives any defense arising by reason of the application of the statute of limitations to any obligation secured hereby.

Appears in 17 contracts

Samples: Security Agreement (IGIA, Inc.), Security Agreement (IGIA, Inc.), Security Agreement (Kanakaris Wireless)

Security Interest Absolute. All rights of the Secured Party and all Obligations of the Company hereunder, shall be absolute and unconditional, irrespective of: (a) any lack of validity or enforceability of this Agreement, the ~~Notes~~Debentures, the Warrants or any agreement entered into in connection with the foregoing, or any portion hereof or thereof; (b) any change in the time, manner or place of payment or performance of, or in any other term of, all or any of the Obligations, or any other amendment or waiver of or any consent to any departure from the ~~Notes~~Debentures, the Warrants or any other agreement entered into in connection with the foregoing; (c) any exchange, release or nonperfection of any of the ~~Intellectual Property~~Collateral, or any release or amendment or waiver of or consent to departure from any other ~~Intellectual Property~~ collateral for, or any guaranty, or any other security, for all or any of the Obligations; (d) any action by the Secured Party to obtain, adjust, settle and cancel in its sole discretion any insurance claims or matters made or arising in connection with the ~~Intellectual Property~~Collateral; or (e) any other circumstance which might otherwise constitute any legal or equitable defense available to the Company, or a discharge of all or any part of the Security Interest granted hereby. Until the Obligations shall have been paid and performed in full, the rights of the Secured Party shall continue even if the Obligations are barred for any reason, including, without limitation, the running of the statute of limitations or bankruptcy. The Company expressly waives presentment, protest, notice of protest, demand, notice of nonpayment and demand for performance. In the event that at any time any transfer of any ~~Intellectual Property~~ Collateral or any payment received by the Secured Party hereunder shall be deemed by final order of a court of competent jurisdiction to have been a voidable preference or fraudulent conveyance under the bankruptcy or insolvency laws of the United States, or shall be deemed to be otherwise due to any party other than the Secured Party, then, in any such event, the Company's ’s obligations hereunder shall survive cancellation of this Agreement, and shall not be discharged or satisfied by any prior payment thereof and/or cancellation of this Agreement, but shall remain a valid and binding obligation enforceable in accordance with the terms and provisions hereof. The Company waives all right to require the Secured Party to proceed against any other person or to apply any ~~Intellectual Property~~ Collateral which the Secured Party may hold at any time, or to marshal assets, or to pursue any other remedy. The Company waives any defense arising by reason of the application of the statute of limitations to any obligation secured hereby.

Appears in 12 contracts

Samples: Security Agreement (ID Global Solutions Corp), Security Agreement (ID Global Solutions Corp), Security Agreement (AMP Holding Inc.)

Security Interest Absolute. All rights of the Secured ~~Party~~ Parties and all ~~Obligations~~ obligations of the ~~Company~~ Debtors hereunder, shall be absolute and unconditional, irrespective of: (a) any lack of validity or enforceability of this Agreement, the ~~Notes, the Warrants~~ Debentures or any agreement entered into in connection with the foregoing, or any portion hereof or thereof; (b) any change in the time, manner or place of payment or performance of, or in any other term of, all or any of the Obligations, or any other amendment or waiver of or any consent to any departure from the ~~Notes, the Warrants~~ Debentures or any other agreement entered into in connection with the foregoing; (c) any exchange, release or nonperfection of any of the ~~Intellectual Property~~Collateral, or any release or amendment or waiver of or consent to departure from any other ~~Intellectual Property~~ collateral for, or any guaranty, or any other security, for all or any of the Obligations; (d) any action by the Secured ~~Party~~ Parties to obtain, adjust, settle and cancel in its sole discretion any insurance claims or matters made or arising in connection with the ~~Intellectual Property~~Collateral; or (e) any other circumstance which might otherwise constitute any legal or equitable defense available to ~~the Company~~a Debtor, or a discharge of all or any part of the Security Interest granted hereby. Until the Obligations shall have been paid and performed in full, the rights of the Secured ~~Party~~ Parties shall continue even if the Obligations are barred for any reason, including, without limitation, the running of the statute of limitations or bankruptcy. ~~The Company~~ Each Debtor expressly waives presentment, protest, notice of protest, demand, notice of nonpayment and demand for performance. In the event that at any time any transfer of any ~~Intellectual Property~~ Collateral or any payment received by the Secured ~~Party~~ Parties hereunder shall be deemed by final order of a court of competent jurisdiction to have been a voidable preference or fraudulent conveyance under the bankruptcy or insolvency laws of the United States, or shall be deemed to be otherwise due to any party other than the Secured ~~Party~~Parties, then, in any such event, ~~the Company~~each Debtor's obligations hereunder shall survive cancellation of this Agreement, and shall not be discharged or satisfied by any prior payment thereof and/or cancellation of this Agreement, but shall remain a valid and binding obligation enforceable in accordance with the terms and provisions hereof. ~~The Company~~ Each Debtor waives all right to require the Secured ~~Party~~ Parties to proceed against any other person or entity or to apply any ~~Intellectual Property~~ Collateral which the Secured ~~Party~~ Parties may hold at any time, or to marshal assets, or to pursue any other remedy. ~~The Company~~ Each Debtor waives any defense arising by reason of the application of the statute of limitations to any obligation secured hereby.

Appears in 9 contracts

Samples: Security Agreement (Armor Electric, Inc.), Security Agreement (Silverstar Holdings LTD), Security Agreement (Western Power & Equipment Corp)

Security Interest Absolute. All rights of the Secured ~~Party~~ Parties and all Obligations of the ~~Company~~ Debtor hereunder, shall be absolute and unconditional, irrespective of: (a) any lack of validity or enforceability of this Agreement, the ~~Notes, the Warrants~~ Debentures or any agreement entered into in connection with the foregoing, or any portion hereof or thereof; (b) any change in the time, manner or place of payment or performance of, or in any other term of, all or any of the Obligations, or any other amendment or waiver of or any consent to any departure from the ~~Notes, the Warrants~~ Debentures or any other agreement entered into in connection with the foregoing; (c) any exchange, release or nonperfection of any of the ~~Intellectual Property~~Collateral, or any release or amendment or waiver of or consent to departure from any other ~~Intellectual Property~~ collateral for, or any guaranty, or any other security, for all or any of the Obligations; (d) any action by the Secured ~~Party~~ Parties to obtain, adjust, settle and cancel in its sole discretion any insurance claims or matters made or arising in connection with the ~~Intellectual Property~~Collateral; or (e) any other circumstance which might otherwise constitute any legal or equitable defense available to ~~the Company~~a Debtor, or a discharge of all or any part of the Security Interest granted hereby. Until the Obligations shall have been paid and performed in full, the rights of the Secured ~~Party~~ Parties shall continue even if the Obligations are barred for any reason, including, without limitation, the running of the statute of limitations or bankruptcy. The ~~Company~~ Debtor expressly waives presentment, protest, notice of protest, demand, notice of nonpayment and demand for performance. In the event that at any time any transfer of any ~~Intellectual Property~~ Collateral or any payment received by the Secured ~~Party~~ Parties hereunder shall be deemed by final order of a court of competent jurisdiction to have been a voidable preference or fraudulent conveyance under the bankruptcy or insolvency laws of the United States, or shall be deemed to be otherwise due to any party other than the Secured ~~Party~~Parties, then, in any such event, the ~~Company~~Debtor's obligations hereunder shall survive cancellation of this Agreement, and shall not be discharged or satisfied by any prior payment thereof and/or cancellation of this Agreement, but shall remain a valid and binding obligation enforceable in accordance with the terms and provisions hereof. The ~~Company~~ Debtor waives all right to require the Secured ~~Party~~ Parties to proceed against any other person or to apply any ~~Intellectual Property~~ Collateral which the Secured ~~Party~~ Parties may hold at any time, or to marshal assets, or to pursue any other remedy. The ~~Company~~ Debtor waives any defense arising by reason of the application of the statute of limitations to any obligation secured hereby.

Appears in 9 contracts

Samples: Securities Purchase Agreement (Sunburst Acquisitions Iv Inc), Security Agreement (Edentify, Inc.), Security Agreement (Edentify, Inc.)

Security Interest Absolute. All rights of the Secured Party and all Obligations of the Company hereunder, shall be absolute and unconditional, irrespective of: (ai) any lack of validity or enforceability of this Agreement, the ~~Notes~~Purchase Agreement, ~~the Warrants~~ and any other Transaction Documents or any agreement entered into in connection with the foregoing, or any portion hereof or thereof; (bii) any change in the time, manner or place of payment or performance of, or in any other term of, all or any of the Obligations, or any other amendment or waiver of or any consent to any departure from the ~~Notes~~terms and provisions of the Purchase Agreement, ~~the Warrants~~ any other Transaction Documents, or any other agreement entered into in connection with the foregoing; (ciii) any exchange, release or ~~nonperfection~~ non-perfection of any of the ~~Intellectual Property~~Collateral, or any release or amendment or waiver of or consent to departure from any other ~~Intellectual Property~~ collateral for, or any guaranty, or any other security, for all or any of the Obligations; (div) any action by the Secured Party to obtain, adjust, settle and cancel in its sole discretion any insurance claims or matters made or arising in connection with the ~~Intellectual Property~~Collateral; or (ev) any other circumstance which might otherwise constitute any legal or equitable defense available to the Company, or a discharge of all or any part of the ~~Security Interest~~ security interests granted hereby. Until the Obligations shall have been paid and performed in full, the rights of the Secured Party shall continue even if the Obligations are barred for any reason, including, ~~without limitation,~~ the running of the statute of limitations or bankruptcy~~. The Company expressly waives presentment, protest, notice of protest, demand, notice of nonpayment and demand for performance~~. In the event that at any time any transfer of any ~~Intellectual Property~~ Collateral or any payment received by the Secured Party hereunder shall be deemed by final order of a court of competent jurisdiction to have been a voidable preference or fraudulent conveyance under the Bankruptcy Code or any other similar insolvency or bankruptcy ~~or insolvency~~ laws of ~~the United States~~any jurisdiction, or shall be deemed to be otherwise due to any party other than the Secured Party, then, in any such event, the Company's ’s obligations hereunder shall survive cancellation of this Agreement, and shall not be discharged or satisfied by any prior payment thereof and/or cancellation of this Agreement, but shall remain a valid and binding obligation enforceable in accordance with the terms and provisions hereof. The Company waives all right to require the Secured Party to proceed against any other ~~person~~ Person or to apply any ~~Intellectual Property~~ Collateral which the Secured Party may hold at any time~~, or to marshal assets~~, or to pursue any other remedy. The Company waives any defense arising by reason of the application of the statute of limitations to any obligation secured hereby.

Appears in 9 contracts

Samples: Security Agreement (Growlife, Inc.), Security Agreement (Cyclone Power Technologies Inc), Security Agreement (Revolutions Medical CORP)

Security Interest Absolute. All rights of the Secured Party and all Obligations of the ~~Company~~ Debtors hereunder, shall be absolute and unconditional, irrespective of: (a) any lack of validity or enforceability of this Agreement, the ~~Notes~~Amended Note, the ~~Warrants~~ Guaranty or any agreement entered into in connection with the foregoing, or any portion hereof or thereof; (b) any change in the time, manner or place of payment or performance of, or in any other term of, all or any of the Obligations, or any other amendment or waiver of or any consent to any departure from the ~~Notes~~Amended Note, the ~~Warrants~~ Guaranty or any other agreement entered into in connection with the foregoing; (c) any exchange, release or nonperfection of any of the ~~Intellectual Property~~Collateral, or any release or amendment or waiver of or consent to departure from any other ~~Intellectual Property~~ collateral for, or any guaranty, or any other security, for all or any of the Obligations; (d) any action by the Secured Party to obtain, adjust, settle and cancel in its sole discretion any insurance claims or matters made or arising in connection with the ~~Intellectual Property~~Collateral; or (e) any other circumstance which might otherwise constitute any legal or equitable defense available to the ~~Company~~Debtors, or a discharge of all or any part of the Security Interest granted hereby. Until the Obligations shall have been paid and performed in full, the rights of the Secured Party shall continue even if the Obligations are barred for any reason, including, without limitation, the running of the statute of limitations or bankruptcy. The ~~Company~~ Debtors expressly ~~waives~~ waive presentment, protest, notice of protest, demand, notice of nonpayment and demand for performance. In the event that at any time any transfer of any ~~Intellectual Property~~ Collateral or any payment received by the Secured Party hereunder shall be deemed by final order of a court of competent jurisdiction to have been a voidable preference or fraudulent conveyance under the bankruptcy or insolvency laws of the United States, or shall be deemed to be otherwise due to any party other than the Secured Party, then, in any such event, the ~~Company's~~ Debtors’ obligations hereunder shall survive cancellation of this Agreement, and shall not be discharged or satisfied by any prior payment thereof and/or cancellation of this Agreement, but shall remain a valid and binding obligation enforceable in accordance with the terms and provisions hereof. The ~~Company waives~~ Debtors waive all right to require the Secured Party to proceed against any other person or to apply any ~~Intellectual Property~~ Collateral which the Secured Party may hold at any time, or to marshal assets, or to pursue any other remedy. The ~~Company waives~~ Debtors waive any defense arising by reason of the application of the statute of limitations to any obligation secured hereby.

Appears in 9 contracts

Samples: Amended and Restated Security Agreement (Cellceutix CORP), Security Agreement (Cellceutix CORP), Amended and Restated Guaranty (Cellceutix CORP)

Security Interest Absolute. All rights of the Secured Party and all Obligations of the Company hereunder, shall be absolute and unconditional, irrespective of: ~~(a)~~ any lack of validity or enforceability of this Agreement, the Notes, the Warrants or any agreement entered into in connection with the foregoing, or any portion hereof or thereof; ~~(b)~~ any change in the time, manner or place of payment or performance of, or in any other term of, all or any of the Obligations, or any other amendment or waiver of or any consent to any departure from the Notes, the Warrants or any other agreement entered into in connection with the foregoing; ~~(c)~~ any exchange, release or nonperfection of any of the ~~Intellectual Property~~Collateral, or any release or amendment or waiver of or consent to departure from any other ~~Intellectual Property~~ collateral for, or any guaranty, or any other security, for all or any of the Obligations; ~~(d)~~ any action by the Secured Party to obtain, adjust, settle and cancel in its sole discretion any insurance claims or matters made or arising in connection with the ~~Intellectual Property~~Collateral; or ~~(e)~~ any other circumstance which might otherwise constitute any legal or equitable defense available to the Company, or a discharge of all or any part of the Security Interest granted hereby. Until the Obligations shall have been paid and performed in full, the rights of the Secured Party shall continue even if the Obligations are barred for any reason, including, without limitation, the running of the statute of limitations or bankruptcy. The Company expressly waives presentment, protest, notice of protest, demand, notice of nonpayment and demand for performance. In the event that at any time any transfer of any ~~Intellectual Property~~ Collateral or any payment received by the Secured Party hereunder shall be deemed by final order of a court of competent jurisdiction to have been a voidable preference or fraudulent conveyance under the bankruptcy or insolvency laws of the United States, or shall be deemed to be otherwise due to any party other than the Secured Party, then, in any such event, the Company's ’s obligations hereunder shall survive cancellation of this Agreement, and shall not be discharged or satisfied by any prior payment thereof and/or cancellation of this Agreement, but shall remain a valid and binding obligation enforceable in accordance with the terms and provisions hereof. The Company waives all right to require the Secured Party to proceed against any other person or to apply any ~~Intellectual Property~~ Collateral which the Secured Party may hold at any time, or to marshal assets, or to pursue any other remedy. The Company waives any defense arising by reason of the application of the statute of limitations to any obligation secured hereby.

Appears in 8 contracts

Samples: Security Agreement (Camelot Entertainment Group, Inc.), Security Agreement (Itronics Inc), Security Agreement (IGIA, Inc.)

Security Interest Absolute. All rights of the Secured Party and all Obligations of the Company hereunder, shall be absolute and unconditional, irrespective of: ~~(a)~~ any lack of validity or enforceability of this Agreement, the Notes, the Warrants or any agreement entered into in connection with the foregoing, or any portion hereof or thereof; ~~(b)~~ any change in the time, manner or place of payment or performance of, or in any other term of, all or any of the Obligations, or any other amendment or waiver of or any consent to any departure from the Notes, the Warrants or any other agreement entered into in connection with the foregoing; ~~(c)~~ any exchange, release or nonperfection of any of the ~~Intellectual Property~~Collateral, or any release or amendment or waiver of or consent to departure from any other ~~Intellectual Property~~ collateral for, or any guaranty, or any other security, for all or any of the Obligations; ~~(d)~~ any action by the Secured Party to obtain, adjust, settle and cancel in its sole discretion any insurance claims or matters made or arising in connection with the ~~Intellectual Property~~Collateral; or ~~(e)~~ any other circumstance which might otherwise constitute any legal or equitable defense available to the Company, or a discharge of all or any part of the Security Interest granted hereby. Until the Obligations shall have been paid and performed in full, the rights of the Secured Party shall continue even if the Obligations are barred for any reason, including, without limitation, the running of the statute of limitations or bankruptcy. The Company expressly waives presentment, protest, notice of protest, demand, notice of nonpayment and demand for performance. In the event that at any time any transfer of any ~~Intellectual Property~~ Collateral or any payment received by the Secured Party hereunder shall be deemed by final order of a court of competent jurisdiction to have been a voidable preference or fraudulent conveyance under the bankruptcy or insolvency laws of the United States, or shall be deemed to be otherwise due to any party other than the Secured Party, then, in any such event, the Company's obligations hereunder shall survive cancellation of this Agreement, and shall not be discharged or satisfied by any prior payment thereof and/or cancellation of this Agreement, but shall remain a valid and binding obligation enforceable in accordance with the terms and provisions hereof. The Company waives all right to require the Secured Party to proceed against any other person or to apply any ~~Intellectual Property~~ Collateral which the Secured Party may hold at any time, or to marshal assets, or to pursue any other remedy. The Company waives any defense arising by reason of the application of the statute of limitations to any obligation secured hereby.

Appears in 6 contracts

Samples: Security Agreement (Modern Technology Corp), Security Agreement (Skylynx Communications Inc), Security Agreement (Modern Technology Corp)

Security Interest Absolute. All rights of the Secured Party and all ~~Obligations~~ obligations of the ~~Company~~ Debtors hereunder, shall be absolute and unconditional, irrespective of: (a) any lack of validity or enforceability of this Agreement, the ~~Notes, the Warrants~~ Notes or any agreement entered into in connection with the foregoing, or any portion hereof or thereof; (b) any change in the time, manner or place of payment or performance of, or in any other term of, all or any of the Obligations, or any other amendment or waiver of or any consent to any departure from the ~~Notes, the Warrants~~ Notes or any other agreement entered into in connection with the foregoing; (c) any exchange, release or nonperfection of any of the ~~Intellectual Property~~Collateral, or any release or amendment or waiver of or consent to departure from any other ~~Intellectual Property~~ collateral for, or any guaranty, or any other security, for all or any of the Obligations; (d) any action by the Secured Party to obtain, adjust, settle and cancel in its sole discretion any insurance claims or matters made or arising in connection with the ~~Intellectual Property~~Collateral; or (e) any other circumstance which might otherwise constitute any legal or equitable defense available to ~~the Company~~a Debtor, or a discharge of all or any part of the Security Interest granted hereby. Until the Obligations shall have been paid and performed in full, the rights of the Secured Party shall continue even if the Obligations are barred for any reason, including, without limitation, the running of the statute of limitations or bankruptcy. ~~The Company~~ Each Debtor expressly waives presentment, protest, notice of protest, demand, notice of nonpayment and demand for performance. In the event that at any time any transfer of any ~~Intellectual Property~~ Collateral or any payment received by the Secured Party hereunder shall be deemed by final order of a court of competent jurisdiction to have been a voidable preference or fraudulent conveyance under the bankruptcy or insolvency laws of the United States, or shall be deemed to be otherwise due to any party other than the Secured Party, then, in any such event, ~~the Company's~~ each Debtor’s obligations hereunder shall survive cancellation of this Agreement, and shall not be discharged or satisfied by any prior payment thereof and/or cancellation of this Agreement, but shall remain a valid and binding obligation enforceable in accordance with the terms and provisions hereof. ~~The Company~~ Each Debtor waives all right to require the Secured Party to proceed against any other person or entity or to apply any ~~Intellectual Property~~ Collateral which the Secured Party may hold at any time, or to marshal assets, or to pursue any other remedy. ~~The Company~~ Each Debtor waives any defense arising by reason of the application of the statute of limitations to any obligation secured hereby.

Appears in 6 contracts

Samples: Security Agreement (Omnireliant Holdings, Inc.), Security Agreement (Valcom, Inc), Security Agreement security Agreement (Continental Fuels, Inc.)

Security Interest Absolute. All rights of the Secured ~~Party~~ Parties and all ~~Obligations~~ obligations of the ~~Company~~ Debtors hereunder, shall be absolute and unconditional, irrespective of: (a) any lack of validity or enforceability of this Agreement, the ~~Notes, the Warrants~~ Notes or any agreement entered into in connection with the foregoing, or any portion hereof or thereof; (b) any change in the time, manner or place of payment or performance of, or in any other term of, all or any of the Obligations, or any other amendment or waiver of or any consent to any departure from the ~~Notes, the Warrants~~ Notes or any other agreement entered into in connection with the foregoing; (c) any exchange, release or nonperfection of any of the ~~Intellectual Property~~Collateral, or any release or amendment or waiver of or consent to departure from any other ~~Intellectual Property~~ collateral for, or any guaranty, or any other security, for all or any of the Obligations; (d) any action by the Secured ~~Party~~ Parties to obtain, adjust, settle and cancel in its sole discretion any insurance claims or matters made or arising in connection with the ~~Intellectual Property~~Collateral; or (e) any other circumstance which might otherwise constitute any legal or equitable defense available to ~~the Company~~a Debtor, or a discharge of all or any part of the Security Interest granted hereby. Until the Obligations shall have been paid and performed in full, the rights of the Secured ~~Party~~ Parties shall continue even if the Obligations are barred for any reason, including, without limitation, the running of the statute of limitations or bankruptcy. ~~The Company~~ Each Debtor expressly waives presentment, protest, notice of protest, demand, notice of nonpayment and demand for performance. In the event that at any time any transfer of any ~~Intellectual Property~~ Collateral or any payment received by the Secured ~~Party~~ Parties hereunder shall be deemed by final order of a court of competent jurisdiction to have been a voidable preference or fraudulent conveyance under the bankruptcy or insolvency laws of the United States, or shall be deemed to be otherwise due to any party other than the Secured ~~Party~~Parties, then, in any such event, ~~the Company's~~ each Debtor’s obligations hereunder shall survive cancellation of this Agreement, and shall not be discharged or satisfied by any prior payment thereof and/or cancellation of this Agreement, but shall remain a valid and binding obligation enforceable in accordance with the terms and provisions hereof. ~~The Company~~ Each Debtor waives all right to require the Secured ~~Party~~ Parties to proceed against any other person or entity or to apply any ~~Intellectual Property~~ Collateral which the Secured ~~Party~~ Parties may hold at any time, or to marshal assets, or to pursue any other remedy. ~~The Company~~ Each Debtor waives any defense arising by reason of the application of the statute of limitations to any obligation secured hereby.

Appears in 6 contracts

Samples: Security Agreement (United Benefits & Pension Services, Inc.), Security Agreement (CDX Com Inc), Security Agreement (Knobias, Inc.)

Security Interest Absolute. All rights of the Secured ~~Party~~ Parties and all ~~Obligations~~ obligations of the ~~Company~~ Debtors hereunder, shall be absolute and unconditional, irrespective of: (a) any lack of validity or enforceability of this Agreement, the ~~Notes, the Warrants~~ Notes or any agreement entered into in connection with the foregoing, or any portion hereof or thereof; (b) any change in the time, manner or place of payment or performance of, or in any other term of, all or any of the Obligations, or any other amendment or waiver of or any consent to any departure from the ~~Notes, the Warrants~~ Notes or any other agreement entered into in connection with the foregoing; (c) any exchange, release or nonperfection of any of the ~~Intellectual Property~~Collateral, or any release or amendment or waiver of or consent to departure from any other ~~Intellectual Property~~ collateral for, or any guaranty, or any other security, for all or any of the Obligations; (d) any action by the Secured ~~Party~~ Parties to obtain, adjust, settle and cancel in its sole discretion any insurance claims or matters made or arising in connection with the ~~Intellectual Property~~Collateral; or (e) any other circumstance which might otherwise constitute any legal or equitable defense available to ~~the Company~~a Debtor, or a discharge of all or any part of the Security Interest granted hereby. Until the Obligations shall have been paid and performed in full, the rights of the Secured ~~Party~~ Parties shall continue even if the Obligations are barred for any reason, including, without limitation, the running of the statute of limitations or bankruptcy. ~~The Company~~ Each Debtor expressly waives presentment, protest, notice of protest, demand, notice of nonpayment and demand for performance. In the event that at any time any transfer of any ~~Intellectual Property~~ Collateral or any payment received by the Secured ~~Party~~ Parties hereunder shall be deemed by final order of a court of competent jurisdiction to have been a voidable preference or fraudulent conveyance under the bankruptcy or insolvency laws of the United States, or shall be deemed to be otherwise due to any party other than the Secured ~~Party~~Parties, then, in any such event, ~~the Company~~each Debtor's obligations hereunder shall survive cancellation of this Agreement, and shall not be discharged or satisfied by any prior payment thereof and/or cancellation of this Agreement, but shall remain a valid and binding obligation enforceable in accordance with the terms and provisions hereof. ~~The Company~~ Each Debtor waives all right to require the Secured ~~Party~~ Parties to proceed against any other person or entity or to apply any ~~Intellectual Property~~ Collateral which the Secured ~~Party~~ Parties may hold at any time, or to marshal assets, or to pursue any other remedy. ~~The Company~~ Each Debtor waives any defense arising by reason of the application of the statute of limitations to any obligation secured hereby.

Appears in 5 contracts

Samples: Security Agreement (Global Axcess Corp), Security Agreement (Liska Biometry Inc), Security Agreement (New Century Companies Inc)

Security Interest Absolute. All rights of the Secured Party and all Obligations of the Company hereunder, shall be absolute and unconditional, irrespective of: (a) any lack of validity or enforceability of this Agreement, the ~~Notes, the Warrants~~ Notes or any agreement entered into in connection with the foregoing, or any portion hereof or thereof; (b) any change in the time, manner or place of payment or performance of, or in any other term of, all or any of the Obligations, or any other amendment or waiver of or any consent to any departure from the ~~Notes, the Warrants~~ Notes or any other agreement entered into in connection with the foregoing; (c) any exchange, release or nonperfection of any of the ~~Intellectual Property~~Collateral, or any release or amendment or waiver of or consent to departure from any other ~~Intellectual Property~~ collateral for, or any guaranty, or any other security, for all or any of the Obligations; (d) any action by the Secured Party to obtain, adjust, settle and cancel in its sole discretion any insurance claims or matters made or arising in connection with the ~~Intellectual Property~~Collateral; or (e) any other circumstance which might otherwise constitute any legal or equitable defense available to the Company, or a discharge of all or any part of the Security Interest granted hereby. Until the Obligations shall have been paid and performed in full, the rights of the Secured Party shall continue even if the Obligations are barred for any reason, including, without limitation, the running of the statute of limitations or bankruptcy. The Company expressly waives presentment, protest, notice of protest, demand, notice of nonpayment and demand for performance. In the event that at any time any transfer of any ~~Intellectual Property~~ Collateral or any payment received by the Secured Party hereunder shall be deemed by final order of a court of competent jurisdiction to have been a voidable preference or fraudulent conveyance under the bankruptcy or insolvency laws of the United States, or shall be deemed to be otherwise due to any party other than the Secured Party, then, in any such event, the Company's obligations hereunder shall survive cancellation of this Agreement, and shall not be discharged or satisfied by any prior payment thereof and/or cancellation of this Agreement, but shall remain a valid and binding obligation enforceable in accordance with the terms and provisions hereof. The Company waives all right to require the Secured Party to proceed against any other person or to apply any ~~Intellectual Property~~ Collateral which the Secured Party may hold at any time, or to marshal assets, or to pursue any other remedy. The Company waives any defense arising by reason of the application of the statute of limitations to any obligation secured hereby.

Appears in 5 contracts

Samples: Security Agreement (Dibz International Inc), Security Agreement (Conectisys Corp), Security Agreement (Ipex, Inc)

Security Interest Absolute. All rights of the Secured Party and all -------------------------- Obligations of the Company hereunder, shall be absolute and unconditional, irrespective of: (a) any lack of validity or enforceability of this Agreement, the ~~Notes~~Debentures, the Warrants or any agreement entered into in connection with the foregoing, or any portion hereof or thereof; (b) any change in the time, manner or place of payment or performance of, or in any other term of, all or any of the Obligations, or any other amendment or waiver of or any consent to any departure from the ~~Notes~~Debentures, the Warrants or any other agreement entered into in connection with the foregoing; (c) any exchange, release or nonperfection of any of the ~~Intellectual Property~~Collateral, or any release or amendment or waiver of or consent to departure from any other ~~Intellectual Property~~ collateral for, or any guaranty, or any other security, for all or any of the Obligations; (d) any action by the Secured Party to obtain, adjust, settle and cancel in its sole discretion any insurance claims or matters made or arising in connection with the ~~Intellectual Property~~Collateral; or (e) any other circumstance which might otherwise constitute any legal or equitable defense available to the Company, or a discharge of all or any part of the Security Interest granted hereby. Until the Obligations shall have been paid and performed in full, the rights of the Secured Party shall continue even if the Obligations are barred for any reason, including, without limitation, the running of the statute of limitations or bankruptcy. The Company expressly waives presentment, protest, notice of protest, demand, notice of nonpayment and demand for performance. In the event that at any time any transfer of any ~~Intellectual Property~~ Collateral or any payment received by the Secured Party hereunder shall be deemed by final order of a court of competent jurisdiction to have been a voidable preference or fraudulent conveyance under the bankruptcy or insolvency laws of the United States, or shall be deemed to be otherwise due to any party other than the Secured Party, then, in any such event, the Company's obligations hereunder shall survive cancellation of this Agreement, and shall not be discharged or satisfied by any prior payment thereof and/or cancellation of this Agreement, but shall remain a valid and binding obligation enforceable in accordance with the terms and provisions hereof. The Company waives all right to require the Secured Party to proceed against any other person or to apply any ~~Intellectual Property~~ Collateral which the Secured Party may hold at any time, or to marshal assets, or to pursue any other remedy. The Company waives any defense arising by reason of the application of the statute of limitations to any obligation secured hereby.

Appears in 5 contracts

Samples: Security Agreement (Airtech International Group Inc), Security Agreement (E Resources Inc), Security Agreement (Roanoke Technology Corp)

Security Interest Absolute. All rights of ~~the~~ each Secured Party and all Obligations of the ~~Company hereunder,~~ Obligors hereunder shall be absolute and unconditional, irrespective of: (a) any lack of validity or enforceability of this Agreement, the Notes, the ~~Warrants~~ other Transaction Documents or any other agreement entered into in connection with the foregoing, or any portion hereof or thereof; (b) any change in the time, manner or place of payment or performance of, or in any other term of, all or any of the Obligations, or any other amendment or waiver of or any consent to any departure from this Agreement, the Notes, the ~~Warrants~~ other Transaction Documents or any other agreement entered into in connection with the foregoing; (c) any exchange, release or nonperfection of any of the ~~Intellectual Property~~Collateral, or any release or amendment or waiver of or consent to departure from any other ~~Intellectual Property~~ collateral for, or any guaranty, or any other security, for all or any of the Obligations; (d) any action by the ~~Secured Party~~ Collateral Agent to obtain, adjust, settle and cancel in its sole discretion any insurance claims or matters made or arising in connection with the ~~Intellectual Property~~Collateral; or (e) any other circumstance which might otherwise constitute any legal or equitable defense available to the ~~Company~~Obligors, or a discharge of all or any part of the Security Interest granted hereby. Until the Obligations (other than Unasserted Contingent Obligations) shall have been paid and performed in full, the rights of ~~the~~ each Secured Party shall continue even if the Obligations are barred for any reason, including, without limitation, the running of the statute of limitations or bankruptcy. ~~The Company~~ Each Obligor expressly waives presentment, protest, notice of protest, demand, notice of nonpayment and demand for performance. In the event that at any time any transfer of any ~~Intellectual Property~~ Collateral or any payment received by ~~the~~ any Secured Party hereunder shall be deemed by final order of a court of competent jurisdiction to have been a voidable preference or fraudulent conveyance under the bankruptcy or insolvency laws of the United States, or shall be deemed to be otherwise due to any party other than ~~the~~ any Secured Party, then, in any such event, the ~~Company's~~ Obligors’ obligations hereunder shall survive cancellation of this Agreement, and shall not be discharged or satisfied by any prior payment thereof and/or cancellation of this Agreement, but shall remain a valid and binding obligation enforceable in accordance with the terms and provisions hereof. ~~The Company~~ Each Obligor waives all right to require ~~the~~ a Secured Party to proceed against any other person or to apply any ~~Intellectual Property~~ Collateral which ~~the~~ such Secured Party may hold at any time, or to marshal assets, or to pursue any other remedy. ~~The Company~~ Each Obligor waives any defense arising by reason of the application of the statute of limitations to any obligation secured hereby.

Appears in 5 contracts

Samples: Financing Agreement (Elevate Credit, Inc.), Financing Agreement (Elevate Credit, Inc.), Financing Agreement (Elevate Credit, Inc.)

Security Interest Absolute. All rights of ~~the~~ Secured Party hereunder, the Security Interest and all ~~Obligations~~ obligations of ~~the Company hereunder,~~ Debtor hereunder shall be absolute and ~~unconditional~~unconditional irrespective of (i) any filing by or against Debtor of any petition in bankruptcy or any action under federal or state law for the relief of debtors or the seeking or consenting to of the appointment of an administrator, ~~irrespective of:~~ receiver, custodian or similar officer for the wind up of its business; (aii) any lack of validity or enforceability of ~~this Agreement, the Notes, the Warrants or~~ any agreement ~~entered into in connection~~ with respect to any of the ~~foregoing~~Obligations, ~~or any portion hereof or thereof;~~ (biii) any change in the time, manner or place of payment ~~or performance~~ of, or in any other term of, all or any of the Obligations, or any other amendment or waiver of or any consent to any departure from any agreement or instrument with respect to the ~~Notes~~Obligations, ~~the Warrants or any other agreement entered into in connection with the foregoing;~~ (civ) any exchange, release or ~~nonperfection~~ non-perfection of any ~~of the Intellectual Property,~~ lien or any release or amendment or waiver of or consent to under or departure from any ~~other Intellectual Property for~~guarantee, securing or ~~any guaranty, or any other security, for~~ guaranteeing all or any of the Obligations~~; (d) any action by the Secured Party to obtain~~, ~~adjust, settle and cancel in its sole discretion any insurance claims or matters made or arising in connection with the Intellectual Property;~~ or (ev) any other circumstance ~~which~~ that might otherwise constitute ~~any legal or equitable~~ a defense available ~~to the Company~~to, or a discharge of, Debtor in respect of the Obligations or this Agreement. If, after receipt of any payment of all or any part of the ~~Security Interest granted hereby. Until~~ Obligations, Secured Party is for any reason compelled to surrender such payment to any person or entity, because such payment is determined to be void or voidable as a preference, impermissible setoff, or a diversion of trust funds, or for any other reason, such payment shall be reinstated as part of the Obligations and this Agreement shall continue in full force notwithstanding any contrary action which may have been ~~paid and performed in full, the rights of the~~ taken by Secured Party ~~shall continue even if the Obligations are barred for~~ in reliance upon such payment, and any reason, including, without limitation, the running of the statute of limitations or bankruptcy. The Company expressly waives presentment, protest, notice of protest, demand, notice of nonpayment and demand for performance. In the event that at any time any transfer of any Intellectual Property or any payment received by the Secured Party hereunder such contrary action so taken shall be ~~deemed by final order of a court of competent jurisdiction~~ without prejudice to ~~have been a voidable preference or fraudulent conveyance~~ Secured Party's rights under ~~the bankruptcy or insolvency laws of the United States, or~~ this Agreement and shall be deemed to ~~be otherwise due to any party other than the Secured Party, then, in any~~ have been conditioned upon such ~~event, the Company's obligations hereunder shall survive cancellation of this Agreement,~~ payment having become final and shall not be discharged or satisfied by any prior payment thereof and/or cancellation of this Agreement, but shall remain a valid and binding obligation enforceable in accordance with the terms and provisions hereof. The Company waives all right to require the Secured Party to proceed against any other person or to apply any Intellectual Property which the Secured Party may hold at any time, or to marshal assets, or to pursue any other remedy. The Company waives any defense arising by reason of the application of the statute of limitations to any obligation secured herebyirrevocable.

Appears in 5 contracts

Samples: Specific Security Agreement (Corning Natural Gas Corp), Specific Security Agreement (Corning Natural Gas Corp), General Security Agreement (Pro Fac Cooperative Inc)

Security Interest Absolute. All rights of the Secured Party and all Obligations of the Company hereunder, shall be absolute and unconditional, irrespective of: (a) any lack of validity or enforceability of this Agreement, the ~~Notes~~Debentures, the ~~Warrants~~ Warrant or any agreement entered into in connection with the foregoing, or any portion hereof or thereof; (b) any change in the time, manner or place of payment or performance of, or in any other term of, all or any of the Obligations, or any other amendment or waiver of or any consent to any departure from the ~~Notes~~Debentures, the ~~Warrants~~ Warrant or any other agreement entered into in connection with the foregoing; (c) any exchange, release or nonperfection of any of the ~~Intellectual Property~~Collateral, or any release or amendment or waiver of or consent to departure from any other ~~Intellectual Property~~ collateral for, or any guaranty, or any other security, for all or any of the Obligations; (d) any action by the Secured Party to obtain, adjust, settle and cancel in its sole discretion any insurance claims or matters made or arising in connection with the ~~Intellectual Property~~Collateral; or (e) any other circumstance which might otherwise constitute any legal or equitable defense available to the Company, or a discharge of all or any part of the Security Interest granted hereby. Until the Obligations shall have been paid and performed in full, the rights of the Secured Party shall continue even if the Obligations are barred for any reason, including, without limitation, the running of the statute of limitations or bankruptcy. The Company expressly waives presentment, protest, notice of protest, demand, notice of nonpayment and demand for performance. In the event that at any time any transfer of any ~~Intellectual Property~~ Collateral or any payment received by the Secured Party hereunder shall be deemed by final order of a court of competent jurisdiction to have been a voidable preference or fraudulent conveyance under the bankruptcy or insolvency laws of the United States, or shall be deemed to be otherwise due to any party other than the Secured Party, then, in any such event, the Company's obligations hereunder shall survive cancellation of this Agreement, and shall not be discharged or satisfied by any prior payment thereof and/or cancellation of this Agreement, but shall remain a valid and binding obligation enforceable in accordance with the terms and provisions hereof. The Company waives all right to require the Secured Party to proceed against any other person or to apply any ~~Intellectual Property~~ Collateral which the Secured Party may hold at any time, or to marshal assets, or to pursue any other remedy. The Company waives any defense arising by reason of the application of the statute of limitations to any obligation secured hereby.

Appears in 5 contracts

Samples: Intellectual Property Security Agreement (Orbit Technologies Inc /De/), Security Agreement (Phoenix International Industries Inc /Fl/), Security Agreement (Accord Advanced Technologies Inc)

Security Interest Absolute. All rights of the Secured Party and all Obligations of the ~~Company~~ Debtor hereunder, shall be absolute and unconditional, irrespective of: (a) any lack of validity or enforceability of this Agreement, the ~~Notes, the Warrants~~ Debenture or any agreement entered into in connection with the foregoing, or any portion hereof or thereof; (b) any change in the time, manner or place of payment or performance of, or in any other term of, all or any of the Obligations, or any other amendment or waiver of or any consent to any departure from the ~~Notes, the Warrants~~ Debenture or any other agreement entered into in connection with the foregoing; (c) any exchange, release or nonperfection of any of the ~~Intellectual Property~~Collateral, or any release or amendment or waiver of or consent to departure from any other ~~Intellectual Property~~ collateral for, or any guaranty, or any other security, for all or any of the Obligations; (d) any action by the Secured Party to obtain, adjust, settle and cancel in its sole discretion any insurance claims or matters made or arising in connection with the ~~Intellectual Property~~Collateral; or (e) any other circumstance which might otherwise constitute any legal or equitable defense available to ~~the Company~~a Debtor, or a discharge of all or any part of the Security Interest granted hereby. Until the Obligations shall have been paid and performed in full, the rights of the Secured Party shall continue even if the Obligations are barred for any reason, including, without limitation, the running of the statute of limitations or bankruptcy. The ~~Company~~ Debtor expressly waives presentment, protest, notice of protest, demand, notice of nonpayment and demand for performance. In the event that at any time any transfer of any ~~Intellectual Property~~ Collateral or any payment received by the Secured Party hereunder shall be deemed by final order of a court of competent jurisdiction to have been a voidable preference or fraudulent conveyance under the bankruptcy or insolvency laws of the United States, or shall be deemed to be otherwise due to any party other than the Secured Party, then, in any such event, the ~~Company~~Debtor's obligations hereunder shall survive cancellation of this Agreement, and shall not be discharged or satisfied by any prior payment thereof and/or cancellation of this Agreement, but shall remain a valid and binding obligation enforceable in accordance with the terms and provisions hereof. The ~~Company~~ Debtor waives all right to require the Secured Party to proceed against any other person or to apply any ~~Intellectual Property~~ Collateral which the Secured Party may hold at any time, or to marshal assets, or to pursue any other remedy. The ~~Company~~ Debtor waives any defense arising by reason of the application of the statute of limitations to any obligation secured hereby.

Appears in 5 contracts

Samples: Security Agreement (Rapid Link Inc), Security Agreement (Maverick Oil & Gas, Inc.), Security Agreement (Rapid Link Inc)

Security Interest Absolute. All rights of the Secured Party and all Obligations of the Company hereunder, shall be absolute and unconditional, irrespective of: (a) any lack of validity or enforceability of this Agreement, the ~~Notes~~Debentures, the Warrants or any agreement entered into in connection with the foregoing, or any portion hereof or thereof; (b) any change in the time, manner or place of payment or performance of, or in any other term of, all or any of the Obligations, or any other amendment or waiver of or any consent to any departure from the ~~Notes~~Debentures, the Warrants or any other agreement entered into in connection with the foregoing; (c) any exchange, release or nonperfection of any of the Intellectual Property, or any release or amendment or waiver of or consent to departure from any other Intellectual Property for, or any guaranty, or any other security, for all or any of the Obligations; (d) any action by the Secured Party to obtain, adjust, settle and cancel in its sole discretion any insurance claims or matters made or arising in connection with the Intellectual Property; or (e) any other circumstance which might otherwise constitute any legal or equitable defense available to the Company, or a discharge of all or any part of the Security Interest granted hereby. Until the Obligations shall have been paid and performed in full, the rights of the Secured Party shall continue even if the Obligations are barred for any reason, including, without limitation, the running of the statute of limitations or bankruptcy. The Company expressly waives presentment, protest, notice of protest, demand, notice of nonpayment and demand for performance. In the event that at any time any transfer of any Intellectual Property or any payment received by the Secured Party hereunder shall be deemed by final order of a court of competent jurisdiction to have been a voidable preference or fraudulent conveyance under the bankruptcy or insolvency laws of the United States, or shall be deemed to be otherwise due to any party other than the Secured Party, then, in any such event, the Company's ’s obligations hereunder shall survive cancellation of this Agreement, and shall not be discharged or satisfied by any prior payment thereof and/or cancellation of this Agreement, but shall remain a valid and binding obligation enforceable in accordance with the terms and provisions hereof. The Company waives all right to require the Secured Party to proceed against any other person or to apply any Intellectual Property which the Secured Party may hold at any time, or to marshal assets, or to pursue any other remedy. The Company waives any defense arising by reason of the application of the statute of limitations to any obligation secured hereby.

Appears in 4 contracts

Samples: Intellectual Property Security Agreement (Clickable Enterprises Inc), Intellectual Property Security Agreement (Clickable Enterprises Inc), Security Agreement (Clickable Enterprises Inc)

Security Interest Absolute. All rights of ~~the~~ each Secured Party and all Obligations of the ~~Company hereunder,~~ Debtors hereunder shall be absolute and unconditional, irrespective of: (a) any lack of validity or enforceability of this Agreement, the ~~Notes, the Warrants~~ Debentures or any agreement entered into in connection with the foregoing, or any portion hereof or thereof; (b) any change in the time, manner or place of payment or performance of, or in any other term of, all or any of the Obligations, or any other amendment or waiver of or any consent to any departure from the ~~Notes, the Warrants~~ Debentures or any other agreement entered into in connection with the foregoing; (c) any exchange, release or nonperfection of any of the ~~Intellectual Property~~Collateral, or any release or amendment or waiver of or consent to departure from any other ~~Intellectual Property~~ collateral for, or any guaranty, or any other security, for all or any of the Obligations; (d) any action by the ~~Secured Party~~ Required Holders to obtain, adjust, settle and cancel in its sole discretion any insurance claims or matters made or arising in connection with the ~~Intellectual Property~~Collateral; or (e) any other circumstance which might otherwise constitute any legal or equitable defense available to ~~the Company~~any Debtor, or a discharge of all or any part of the Security Interest granted hereby. Until the Obligations shall have been paid and performed in full, the rights of ~~the~~ each Secured Party shall continue even if the Obligations are barred for any reason, including, without limitation, the running of the statute of limitations or bankruptcy. The ~~Company~~ Debtor expressly waives presentment, protest, notice of protest, demand, notice of nonpayment and demand for performance. In the event that at any time any transfer of any ~~Intellectual Property~~ Collateral or any payment received by ~~the~~ any Secured Party hereunder shall be deemed by final order of a court of competent jurisdiction to have been a voidable preference or fraudulent conveyance under the bankruptcy or insolvency laws of the United States, or shall be deemed to be otherwise due to any party other than ~~the~~ any Secured Party, then, in any such event, the ~~Company's~~ Debtors’ obligations hereunder shall survive cancellation of this Agreement, and shall not be discharged or satisfied by any prior payment thereof and/or cancellation of this Agreement, but shall remain a valid and binding obligation enforceable in accordance with the terms and provisions hereof. ~~The Company~~ Each Debtor waives all right to require ~~the~~ a Secured Party to proceed against any other person or Debtor or to apply any ~~Intellectual Property~~ Collateral which ~~the~~ such Secured Party may hold at any time, or to marshal assets, or to pursue any other remedy. ~~The Company~~ Each Debtor waives any defense arising by reason of the application of the statute of limitations to any obligation secured hereby.

Appears in 4 contracts

Samples: Pledge and Security Agreement (Guardian 8 Holdings), Pledge and Security Agreement (U S Wireless Data Inc), Pledge and Security Agreement (PRB Energy, Inc.)

Security Interest Absolute. All rights of the Secured Party and all ---------------------------- Obligations of the Company hereunder, shall be absolute and unconditional, irrespective of: (a) any lack of validity or enforceability of this Agreement, the ~~Notes~~Debentures, the Warrants or any agreement entered into in connection with the foregoing, or any portion hereof or thereof; (b) any change in the time, manner or place of payment or performance of, or in any other term of, all or any of the Obligations, or any other amendment or waiver of or any consent to any departure from the ~~Notes~~Debentures, the Warrants or any other agreement entered into in connection with the foregoing; (c) any exchange, release or nonperfection of any of the ~~Intellectual Property~~Collateral, or any release or amendment or waiver of or consent to departure from any other ~~Intellectual Property~~ collateral for, or any guaranty, or any other security, for all or any of the Obligations; (d) any action by the Secured Party to obtain, adjust, settle and cancel in its sole discretion any insurance claims or matters made or arising in connection with the ~~Intellectual Property~~Collateral; or (e) any other circumstance which might otherwise constitute any legal or equitable defense available to the Company, or a discharge of all or any part of the Security Interest granted hereby. Until the Obligations shall have been paid and performed in full, the rights of the Secured Party shall continue even if the Obligations are barred for any reason, including, without limitation, the running of the statute of limitations or bankruptcy. The Company expressly waives presentment, protest, notice of protest, demand, notice of nonpayment and demand for performance. In the event that at any time any transfer of any ~~Intellectual Property~~ Collateral or any payment received by the Secured Party hereunder shall be deemed by final order of a court of competent jurisdiction to have been a voidable preference or fraudulent conveyance under the bankruptcy or insolvency laws of the United States, or shall be deemed to be otherwise due to any party other than the Secured Party, then, in any such event, the Company's obligations hereunder shall survive cancellation of this Agreement, and shall not be discharged or satisfied by any prior payment thereof and/or cancellation of this Agreement, but shall remain a valid and binding obligation enforceable in accordance with the terms and provisions hereof. The Company waives all right to require the Secured Party to proceed against any other person or to apply any ~~Intellectual Property~~ Collateral which the Secured Party may hold at any time, or to marshal assets, or to pursue any other remedy. The Company waives any defense arising by reason of the application of the statute of limitations to any obligation secured hereby.

Appears in 4 contracts

Samples: Exhibit 10 (Torbay Holdings Inc), Security Agreement (Simplagene Usa Inc), Security Agreement (Locateplus Holdings Corp)

Security Interest Absolute. All rights of the Secured Party and all ~~Obligations~~ obligations of the ~~Company~~ Debtors hereunder, shall be absolute and unconditional, irrespective of: (a) any lack of validity or enforceability of this Agreement, the ~~Notes, the Warrants~~ Notes or any agreement entered into in connection with the foregoing, or any portion hereof or thereof; (b) any change in the time, manner or place of payment or performance of, or in any other term of, all or any of the Obligations, or any other amendment or waiver of or any consent to any departure from the ~~Notes, the Warrants~~ Notes or any other agreement entered into in connection with the foregoing; (c) any exchange, release or ~~nonperfection~~ non-perfection of any of the ~~Intellectual Property~~Collateral, or any release or amendment or waiver of or consent to departure from any other ~~Intellectual Property~~ collateral for, or any guaranty, or any other security, for all or any of the Obligations; (d) any action by the Secured Party to obtain, adjust, settle and cancel in its ~~sole~~ reasonable discretion any insurance claims or matters made or arising in connection with the ~~Intellectual Property~~Collateral; or (e) any other circumstance which might otherwise constitute any legal or equitable defense available to ~~the Company~~a Debtor, or a discharge of all or any part of the Security Interest granted hereby. Until the Obligations shall have been paid and performed in full, the rights of the Secured Party shall continue even if the Obligations are barred for any reason, including, without limitation, the running of the statute of limitations or bankruptcy. ~~The Company~~ Each Debtor expressly waives presentment, protest, notice of protest, demand, notice of nonpayment and demand for performance. In the event that at any time any transfer of any ~~Intellectual Property~~ Collateral or any payment received by the Secured Party hereunder shall be deemed by final order of a court of competent jurisdiction to have been a voidable preference or fraudulent conveyance under the bankruptcy or insolvency laws of the United States, or shall be deemed to be otherwise due to any party other than the Secured Party, then, in any such event, ~~the Company's~~ each Debtor’s obligations hereunder shall survive cancellation of this Agreement, and shall not be discharged or satisfied by any prior payment thereof and/or cancellation of this Agreement, but shall remain a valid and binding obligation enforceable in accordance with the terms and provisions hereof. ~~The Company~~ Each Debtor waives all right to require the Secured Party to proceed against any other person or entity or to apply any ~~Intellectual Property~~ Collateral which the Secured Party may hold at any time, or to marshal assets, or to pursue any other remedy. ~~The Company~~ Each Debtor waives any defense arising by reason of the application of the statute of limitations to any obligation secured hereby.

Appears in 4 contracts

Samples: Security Agreement (White River Energy Corp.), Security Agreement (White River Energy Corp.), Security Agreement (White River Energy Corp.)

Security Interest Absolute. All rights of the Secured ~~Party~~ Parties and all Obligations of the ~~Company~~ Obligor hereunder, shall be absolute and unconditional, irrespective of: (a) any lack of validity or enforceability of this Agreement, the ~~Notes, the Warrants~~ Notes or any agreement entered into in connection with the foregoing, or any portion hereof or thereof; (b) any change in the time, ~~manner~~ manner, or place of payment or performance of, or in any other term of, all or any of the Obligations, or any other amendment or waiver of or any consent to any departure from the Notes, the ~~Warrants~~ Transaction Documents or any other agreement entered into in connection with the foregoing; (c) any exchange, release or nonperfection of any of the ~~Intellectual Property~~Collateral, or any release or amendment or waiver of or consent to departure from any other ~~Intellectual Property~~ collateral for, or any guaranty, or any other security, for all or any of the Obligations; (d) any action by the Secured ~~Party~~ Parties to obtain, adjust, settle and cancel in its sole discretion any insurance claims or matters made or arising in connection with the ~~Intellectual Property~~Collateral; or (e) any other circumstance which might otherwise constitute any legal or equitable defense available to the ~~Company~~Obligor, or a discharge of all or any part of the Security Interest granted hereby. Until the Obligations shall have been paid and performed in full, the rights of the Secured ~~Party~~ Parties shall continue even if the Obligations are barred for any reason, including, without limitation, the running of the statute of limitations or bankruptcy. ~~The Company~~ Each Obligor expressly waives presentment, protest, notice of protest, demand, notice of nonpayment and demand for performance. In the event that at any time any transfer of any ~~Intellectual Property~~ Collateral or any payment received by the Secured ~~Party~~ Parties hereunder shall be deemed by final order of a court of competent jurisdiction to have been a voidable preference or fraudulent conveyance under the bankruptcy or insolvency laws of the United States, or shall be deemed to be otherwise due to any ~~party~~ Parties other than the Secured ~~Party~~Parties, then, in any such event, the ~~Company's~~ Obligor’s obligations hereunder shall survive cancellation of this Agreement, and shall not be discharged or satisfied by any prior payment thereof and/or cancellation of this Agreement, but shall remain a valid and binding obligation enforceable in accordance with the terms and provisions hereof. The ~~Company~~ Obligor waives all right to require the Secured ~~Party~~ Parties to proceed against any other person or to apply any ~~Intellectual Property~~ Collateral which the Secured ~~Party~~ Parties may hold at any time, or to marshal assets, or to pursue any other remedy. The ~~Company~~ Obligor waives any defense arising by reason of the application of the statute of limitations to any obligation secured hereby.

Appears in 4 contracts

Samples: Security Agreement (Telemynd, Inc.), Security Agreement (Salon Media Group Inc), Security Agreement (HII Technologies, Inc.)

Security Interest Absolute. All rights of the Secured Party and all Obligations of the Company hereunder, shall be absolute and unconditional, irrespective of: (ai) any lack of validity or enforceability of this Agreement, the ~~Notes~~Guaranty, the ~~Warrants~~ Purchase Agreement, and any other Transaction Documents or any agreement entered into in connection with the foregoing, or any portion hereof or thereof; (bii) any change in the time, manner or place of payment or performance of, or in any other term of, all or any of the Obligations, or any other amendment or waiver of or any consent to any departure from the ~~Notes~~terms and provisions of the Guaranty, the ~~Warrants~~ Purchase Agreement, any other Transaction Documents, or any other agreement entered into in connection with the foregoing; (ciii) any exchange, release or ~~nonperfection~~ non-perfection of any of the ~~Intellectual Property~~Collateral, or any release or amendment or waiver of or consent to departure from any other ~~Intellectual Property~~ collateral for, or any guaranty, or any other security, for all or any of the Obligations; (div) any action by the Secured Party to obtain, adjust, settle and cancel in its sole discretion any insurance claims or matters made or arising in connection with the ~~Intellectual Property~~Collateral; or (ev) any other circumstance which might otherwise constitute any legal or equitable defense available to the Company, or a discharge of all or any part of the ~~Security Interest~~ security interests granted hereby. Until the Obligations shall have been paid and performed in full, the rights of the Secured Party shall continue even if the Obligations are barred for any reason, including, ~~without limitation,~~ the running of the statute of limitations or bankruptcy~~. The Company expressly waives presentment, protest, notice of protest, demand, notice of nonpayment and demand for performance~~. In the event that at any time any transfer of any ~~Intellectual Property~~ Collateral or any payment received by the Secured Party hereunder shall be deemed by final order of a court of competent jurisdiction to have been a voidable preference or fraudulent conveyance under the Bankruptcy Code or any other similar insolvency or bankruptcy ~~or insolvency~~ laws of ~~the United States~~any jurisdiction, or shall be deemed to be otherwise due to any party other than the Secured Party, then, in any such event, the Company's ’s obligations hereunder shall survive cancellation of this Agreement, and shall not be discharged or satisfied by any prior payment thereof and/or cancellation of this Agreement, but shall remain a valid and binding obligation enforceable in accordance with the terms and provisions hereof. The Company waives all right to require the Secured Party to proceed against any other ~~person~~ Person or to apply any ~~Intellectual Property~~ Collateral which the Secured Party may hold at any time~~, or to marshal assets~~, or to pursue any other remedy. The Company waives any defense arising by reason of the application of the statute of limitations to any obligation secured hereby.

Appears in 4 contracts

Samples: Security Agreement (Cyclone Power Technologies Inc), Security Agreement (POSITIVEID Corp), Security Agreement (Aqualiv Technologies, Inc.)

Security Interest Absolute. Each Pledgor hereby waives demand, notice, protest, notice of acceptance of this Agreement, notice of loans made, credit extended, Collateral received or delivered, or other action taken in reliance on this Agreement, and all other demands and notices of any description. All rights of the Secured Party and liens and security interests under this Agreement, and all ~~Obligations~~ obligations of the ~~Company hereunder~~Pledgors under this Agreement, shall be absolute and ~~unconditional,~~ unconditional irrespective of: (a) any illegality or lack of validity or enforceability of ~~this Agreement, the Notes, the Warrants~~ any Obligations or ~~any agreement entered into in connection with the foregoing, or any portion hereof or thereof~~Transaction Documents; (b) any change in the time, place or manner ~~or place~~ of payment ~~or performance~~ of, or in any other term of, ~~all or any of~~ the Obligations, or any ~~other~~ recission, waiver, amendment or ~~waiver~~ modification of any Transaction Document or any ~~consent to~~ provisions thereof, including any ~~departure~~ increase in the Obligations resulting from ~~the Notes, the Warrants~~ future advances or protective advances or any ~~other agreement entered into in connection with the foregoing~~extension of additional credit or otherwise; (c) any taking, exchange, ~~release~~ substitution, release, impairment or ~~nonperfection~~ non-perfection of any ~~of the Intellectual Property~~Collateral or any other collateral, or any ~~release~~ taking, release, impairment, amendment, waiver or ~~amendment or waiver~~ other modification of ~~or consent to departure from any other Intellectual Property for, or~~ any guaranty~~, or any other security~~, for all or any of the Obligations; (d) any ~~action by~~ manner of sale, disposition or application of proceeds of any Collateral or any other collateral or other assets to any of the ~~Secured Party to obtain, adjust, settle and cancel in its sole discretion any insurance claims or matters made or arising in connection with the Intellectual Property~~Obligations; or (e) any default, failure or delay, willful or otherwise, in the performance of the Obligations; (f) any defense, set-off or counterclaim (other than a defense of payment or performance) that may at any time be available to, or be asserted by any Pledgor against the Secured Party; or (g) any other circumstance which might otherwise constitute any legal or equitable defense available to the Company, or a discharge of all or any part of the Security Interest granted hereby. Until the Obligations shall have been paid and performed in full, the rights of the Secured Party shall continue even if the Obligations are barred for any reason, (including, without limitation, ~~the running of the~~ any statute of ~~limitations~~ limitations) or ~~bankruptcy. The Company expressly waives presentment, protest, notice~~ manner of ~~protest, demand, notice of nonpayment and demand for performance. In the event that at~~ administering any ~~time any transfer of any Intellectual Property~~ loans or other Obligations or any ~~payment received~~ existence of or reliance on any representation by the Secured Party ~~hereunder shall be deemed by final order~~ that might vary the risk of any Pledgors or otherwise operate as a ~~court of competent jurisdiction to have been a voidable preference or fraudulent conveyance under the bankruptcy or insolvency laws of the United States~~defense available to, or ~~shall be deemed to be otherwise due to~~ a legal or equitable discharge of, any ~~party other than the Secured Party, then, in any such event, the Company's obligations hereunder shall survive cancellation of this Agreement, and shall not be discharged~~ Pledgor or satisfied by any prior payment thereof and/or cancellation of this Agreement, but shall remain a valid and binding obligation enforceable in accordance with the terms and provisions hereof. The Company waives all right to require the Secured Party to proceed against any other ~~person~~ grantor, pledgor, guarantor or to apply any Intellectual Property which the Secured Party may hold at any time, or to marshal assets, or to pursue any other remedy. The Company waives any defense arising by reason of the application of the statute of limitations to any obligation secured herebysurety.

Appears in 4 contracts

Samples: Pledge Agreement (AGBA Group Holding Ltd.), Pledge Agreement (AGBA Group Holding Ltd.), Pledge Agreement (AGBA Group Holding Ltd.)

Security Interest Absolute. All rights of the Secured ~~Party~~ Parties and all Obligations of the Company hereunder, shall be absolute and unconditional, ~~irrespective~~ regardless of: (a~~) any lack of validity or enforceability of this Agreement, the Notes, the Warrants or any agreement entered into in connection with the foregoing, or any portion hereof or thereof; (b~~) any change in the time, manner or place of payment or performance of, or in any other term of, all or any of the Obligations, or any other amendment or waiver of or any consent to any departure from the ~~Notes, the Warrants~~ Notes or any other agreement entered into in connection with the foregoing; (cb) any exchange, release or nonperfection of any of the ~~Intellectual Property~~Collateral, or any release or amendment or waiver of or consent to departure from any other ~~Intellectual Property~~ collateral for, or any guaranty, or any other security, for all or any of the Obligations; or (dc) any action by the Secured ~~Party~~ Parties to obtain, adjust, settle and cancel in its sole discretion any insurance claims or matters made or arising in connection with the Intellectual Property; or (e) any other circumstance which might otherwise constitute any legal or equitable defense available to the Company, or a discharge of all or any part of the Security Interest granted hereby. Until the Obligations shall have been paid and performed in full, the rights of the Secured Party shall continue even if the Obligations are barred for any reason, including, without limitation, the running of the statute of limitations or bankruptcyCollateral. The Company expressly waives presentment, ~~protest,~~ protest and notice of protest~~, demand, notice of nonpayment and demand for performance~~. In the event that at any time any transfer of any ~~Intellectual Property~~ Collateral or any payment received by the Secured ~~Party~~ Parties hereunder shall be deemed by final order of a court of competent jurisdiction to have been a voidable preference or fraudulent conveyance under the bankruptcy or insolvency laws of the United States, or shall be deemed to be otherwise due to any party other than the Secured ~~Party~~Parties, then, in any such event, the Company's obligations hereunder shall survive cancellation of this Agreement, and shall not be discharged or satisfied by any prior payment thereof and/or cancellation of this Agreement, but shall remain a valid and binding obligation enforceable in accordance with the terms and provisions hereof. The Company waives all right to require the Secured ~~Party~~ Parties to proceed against any other person or to apply any ~~Intellectual Property~~ Collateral which the Secured ~~Party~~ Parties may hold at any time, or to marshal assets, or to pursue any other remedy~~. The Company waives any defense arising by reason of the application of the statute of limitations to any obligation secured hereby~~.

Appears in 3 contracts

Samples: Subsidiary Security Agreement (ZBB Energy Corp), Security Agreement (ZBB Energy Corp), Subsidiary Security Agreement (ZBB Energy Corp)

Security Interest Absolute. All rights of the Secured ~~Party~~ Parties and all ~~Obligations~~ obligations of the ~~Company~~ Debtors hereunder, shall be absolute and unconditional, irrespective of: (a) any lack of validity or enforceability of ~~this Agreement,~~ any of the ~~Notes, the Warrants or any agreement entered into in connection with the foregoing, or any portion hereof or thereof~~Transaction Documents; (b) any change in the time, manner or place of payment or performance of, or in any other term of, all or any of the Obligations, or any other amendment or waiver of or any ~~consent to~~ of the Transaction Documents (other than any ~~departure from~~ agreement signed by the ~~Notes, the Warrants or any other agreement entered into in connection with the foregoing~~Secured Parties specifically releasing such obligations); (c) any exchange, release or nonperfection of any of the ~~Intellectual Property~~Collateral, or any release or amendment or waiver of or consent to departure from any other ~~Intellectual Property~~ collateral for, or any guaranty, or any other security, for all or any of the Obligations; (d) any action by any of the Secured ~~Party~~ Parties to obtain, adjust, settle and cancel in its sole discretion any insurance claims or matters made or arising in connection with the ~~Intellectual Property~~Collateral; or (e) any other circumstance which might otherwise constitute any legal or equitable defense available to ~~the Company~~a Debtor, or a discharge of all or any part of the Security Interest granted hereby. Until the Obligations shall have been paid and performed in full, the rights of the Secured ~~Party~~ Parties shall continue even if the Obligations are barred for any reason, including, without limitation, the running of the statute of limitations or bankruptcy. ~~The Company~~ Each Debtor expressly waives presentment, protest, notice of protest, demand, notice of nonpayment and demand for performance. In the event that at any time any transfer of any ~~Intellectual Property~~ Collateral or any payment received by the Collateral Agent for the benefit of any Secured Party hereunder shall be deemed by final order of a court of competent jurisdiction to have been a voidable preference or fraudulent conveyance under the bankruptcy or insolvency laws of the United States, or shall be deemed to be otherwise due to any party other than the Secured ~~Party~~Parties, then, in any such event, ~~the Company's~~ each Debtor’s obligations hereunder shall survive cancellation of this Agreement, and shall not be discharged or satisfied by any prior payment thereof and/or cancellation of this Agreement, but shall remain a valid and binding obligation enforceable in accordance with the terms and provisions hereof. ~~The Company~~ Each Debtor waives all right to require ~~the~~ any Secured Party to proceed against any other ~~person~~ Person or to apply any ~~Intellectual Property~~ Collateral which the Collateral Agent or any Secured ~~Party~~ Parties may hold at any time, or to marshal assets, or to pursue any other remedy. ~~The Company~~ Each Debtor waives any defense arising by reason of the application of the statute of limitations to any obligation secured hereby.

Appears in 3 contracts

Samples: Security Agreement (Echo Therapeutics, Inc.), Security Agreement (Integrated Biopharma Inc), Security Agreement (Integrated Biopharma Inc)

Security Interest Absolute. All rights of the Secured Party and all ~~Obligations~~ obligations of the ~~Company~~ Debtors hereunder, shall be absolute and unconditional, irrespective of: (a) any lack of validity or enforceability of this Agreement, the ~~Notes, the Warrants~~ Notes or any agreement entered into in connection with the foregoing, or any portion hereof or thereof; (b) any change in the time, manner or place of payment or performance of, or in any other term of, all or any of the Obligations, or any other amendment or waiver of or any consent to any departure from the ~~Notes, the Warrants~~ Notes or any other agreement entered into in connection with the foregoing; (c) any exchange, release or ~~nonperfection~~ non-perfection of any of the ~~Intellectual Property~~Collateral, or any release or amendment or waiver of or consent to departure from any other ~~Intellectual Property~~ collateral for, or any guaranty, or any other security, for all or any of the Obligations; (d) any action by the Secured Party to obtain, adjust, settle and cancel in its sole discretion any insurance claims or matters made or arising in connection with the ~~Intellectual Property~~Collateral; or (e) any other circumstance which might otherwise constitute any legal or equitable defense available to ~~the Company~~a Debtor, or a discharge of all or any part of the Security Interest granted hereby. Until the Obligations shall have been paid and performed in full, the rights of the Secured ~~Party~~ Parties shall continue even if the Obligations are barred for any reason, including, without limitation, the running of the statute of limitations or bankruptcy. ~~The Company~~ Each Debtor expressly waives presentment, protest, notice of protest, demand, notice of nonpayment and demand for performance. In the event that at any time any transfer of any ~~Intellectual Property~~ Collateral or any payment received by the Secured Party hereunder shall be deemed by final order of a court of competent jurisdiction to have been a voidable preference or fraudulent conveyance under the bankruptcy or insolvency laws of the United States, or shall be deemed to be otherwise due to any party other than the Secured Party, then, in any such event, ~~the Company's~~ each Debtor’s obligations hereunder shall survive cancellation of this Agreement, and shall not be discharged or satisfied by any prior payment thereof and/or cancellation of this Agreement, but shall remain a valid and binding obligation enforceable in accordance with the terms and provisions hereof. ~~The Company~~ Each Debtor waives all right to require the Secured Party to proceed against any other person or entity or to apply any ~~Intellectual Property~~ Collateral which the Secured ~~Party~~ Parties may hold at any time, or to marshal assets, or to pursue any other remedy. ~~The Company~~ Each Debtor waives any defense arising by reason of the application of the statute of limitations to any obligation secured hereby.

Appears in 3 contracts

Samples: Security Agreement (Jupiter Neurosciences, Inc.), Security Agreement (NightFood Holdings, Inc.), Security Agreement (Gaming Technologies, Inc.)

Security Interest Absolute. All rights of ~~the~~ Secured Party hereunder, the Security Interest and all ~~Obligations~~ obligations of ~~the Company hereunder,~~ Debtor hereunder shall be absolute and ~~unconditional~~unconditional irrespective of (i) any filing by or against Debtor of any petition in bankruptcy or any action under federal or state law for the relief of debtors or the seeking or consenting to of the appointment of an administrator, ~~irrespective of:~~ receiver, custodian or similar officer for the wind up of its business; (aii) any lack of validity or enforceability of ~~this Agreement, the Notes, the Warrants or~~ any agreement ~~entered into in connection~~ with respect to any of the ~~foregoing~~Obligations, ~~or any portion hereof or thereof;~~ (biii) any change in the time, manner or place of payment ~~or performance~~ of, or in any other term of, all or any of the Obligations, or any other amendment or waiver of or any consent to any departure from any agreement or instrument with respect to the ~~Notes~~Obligations, ~~the Warrants or any other agreement entered into in connection with the foregoing;~~ (civ) any exchange, release or ~~nonperfection~~ non-perfection of any ~~of the Intellectual Property,~~ lien or any release or amendment or waiver of or consent to under or departure from any ~~other Intellectual Property for~~guarantee, securing or ~~any guaranty, or any other security, for~~ guaranteeing all or any of the Obligations~~; (d) any action by the Secured Party to obtain~~, ~~adjust, settle and cancel in its sole discretion any insurance claims or matters made or arising in connection with the Intellectual Property;~~ or (ev) any other circumstance ~~which~~ that might otherwise constitute ~~any legal or equitable~~ a defense available ~~to the Company~~to, or a discharge of, Debtor in respect of the Obligations or this Agreement. If, after receipt of any payment of all or any part of the ~~Security Interest granted hereby. Until~~ Obligations, Secured Party is for any reason compelled to surrender such payment to any person or entity, because such payment is determined to be void or voidable as a preference, impermissible setoff, or a diversion of trust funds, or for any other reason, such payment shall be reinstated as part of the Obligations and this Agreement shall continue in full force notwithstanding any contrary action which may have been ~~paid and performed in full, the rights of the~~ taken by Secured Party ~~shall continue even if the Obligations are barred for~~ in reliance upon such payment, and any reason, including, without limitation, the running of the statute of limitations or bankruptcy. The Company expressly waives presentment, protest, notice of protest, demand, notice of nonpayment and demand for performance. In the event that at any time any transfer of any Intellectual Property or any payment received by the Secured Party hereunder such contrary action so taken shall be ~~deemed by final order of a court of competent jurisdiction~~ without prejudice to ~~have been a voidable preference or fraudulent conveyance~~ Secured Party’s rights under ~~the bankruptcy or insolvency laws of the United States, or~~ this Agreement and shall be deemed to ~~be otherwise due to any party other than the Secured Party, then, in any~~ have been conditioned upon such ~~event, the Company's obligations hereunder shall survive cancellation of this Agreement,~~ payment having become final and shall not be discharged or satisfied by any prior payment thereof and/or cancellation of this Agreement, but shall remain a valid and binding obligation enforceable in accordance with the terms and provisions hereof. The Company waives all right to require the Secured Party to proceed against any other person or to apply any Intellectual Property which the Secured Party may hold at any time, or to marshal assets, or to pursue any other remedy. The Company waives any defense arising by reason of the application of the statute of limitations to any obligation secured herebyirrevocable.

Appears in 3 contracts

Samples: Specific Security Agreement, General Security Agreement (Legend Oil & Gas, Ltd.), Specific Security Agreement

Security Interest Absolute. All rights of the ~~Secured Party~~ Administrative Agent hereunder, the Security Interest and all ~~Obligations~~ obligations of the ~~Company hereunder,~~ Grantors hereunder shall be absolute and ~~unconditional,~~ unconditional irrespective ~~of:~~ of (a) any lack of validity or enforceability of ~~this~~ the Credit Agreement, any other Loan Document, any agreement with respect to any of the ~~Notes, the Warrants~~ Obligations or any other agreement ~~entered into in connection with~~ or instrument relating to any of the foregoing, ~~or any portion hereof or thereof;~~ (b) any change in the time, manner or place of payment ~~or performance~~ of, or in any other term of, all or any of the Obligations, or any other amendment or waiver of or any consent to any departure from the ~~Notes~~Credit Agreement, ~~the Warrants~~ any other Loan Document, or any other agreement ~~entered into in connection with the foregoing;~~ or instrument, (c) any exchange, release or ~~nonperfection~~ non-perfection of any ~~of the Intellectual Property~~Lien on other collateral, or any release or amendment or waiver of or consent to under or departure from ~~any other Intellectual Property for, or any guaranty,~~ the Facility Guarantee or any other ~~security~~guarantee, ~~for~~ securing or guaranteeing all or any of the Obligations; , or (d) any ~~action by the Secured Party to obtain, adjust, settle and cancel in its sole discretion any insurance claims or matters made or arising in connection with the Intellectual Property; or (e) any~~ other circumstance ~~which~~ that might otherwise constitute ~~any legal or equitable~~ a defense available ~~to the Company~~to, or a discharge ~~of all or~~ of, any ~~part~~ Grantor in respect of the ~~Security Interest granted hereby. Until~~ Obligations or this Agreement (other than circumstances under which (i) the Commitments have expired or been terminated, (ii) the principal of and interest on each Loan and all fees and other Obligations (which for purposes of this clause shall include the Other Liabilities only if the Obligations (as defined in the Credit Agreement) have been accelerated and Liquidation has commenced and then only to the extent then due and payable) (other than contingent indemnity obligations with respect to then unasserted claims) shall have been paid ~~and performed~~ in full, (iii) all Letters of Credit shall have expired or terminated (or been cash collateralized in a manner satisfactory to the ~~rights~~ applicable Issuing Banks) and (iv) all Letter of the Secured Party shall continue even if the Obligations are barred for any reason, including, without limitation, the running of the statute of limitations or bankruptcy. The Company expressly waives presentment, protest, notice of protest, demand, notice of nonpayment and demand for performance. In the event that at any time any transfer of any Intellectual Property or any payment received by the Secured Party hereunder shall be deemed by final order of a court of competent jurisdiction to Credit Outstandings have been reduced to zero (or cash collateralized in a ~~voidable preference or fraudulent conveyance under~~ manner satisfactory to the bankruptcy or insolvency laws of the United States, or shall be deemed to be otherwise due to any party other than the Secured Party, then, in any such event, the Company's obligations hereunder shall survive cancellation of this Agreement, and shall not be discharged or satisfied by any prior payment thereof and/or cancellation of this Agreement, but shall remain a valid and binding obligation enforceable in accordance with the terms and provisions hereof. The Company waives all right to require the Secured Party to proceed against any other person or to apply any Intellectual Property which the Secured Party may hold at any time, or to marshal assets, or to pursue any other remedy. The Company waives any defense arising by reason of the application of the statute of limitations to any obligation secured herebyapplicable Issuing Banks)).

Appears in 3 contracts

Samples: Intercreditor Agreement (Toys R Us Inc), Intercreditor Agreement (Toys R Us Inc), Security Agreement (Toys R Us Inc)

Security Interest Absolute. All rights of Pledgee and the ~~Secured Party~~ security interests granted to Pledgee hereunder, and all ~~Obligations~~ obligations of ~~the Company~~ Pledgor hereunder, shall be absolute and unconditional, irrespective ~~of:~~ of (a) any lack of validity or enforceability of ~~this~~ the Put Agreement~~, the Notes, the Warrants or any agreement entered into in connection with the foregoing, or any portion hereof or thereof~~; (b) the failure of Pledgee (i) to assert any claim or demand or to enforce any right or remedy against Pledgor, Pledgor or any other Person under the provisions of the Put Agreement or otherwise, or (ii) to exercise any right or remedy against any guarantor of, or collateral securing, any Secured Obligations; (c) any change in the time, manner or place of payment ~~or performance~~ of, or in any other term of, all or any of the ~~Obligations~~Secured Obligations or any other extension, compromise or renewal of any Secured Obligation; (d) any reduction, limitation, impairment or termination of any Secured Obligations for any reason, including any claim of waiver, release, surrender, alteration or compromise, and shall not be subject to (and Pledgor hereby waives any right to or claim of) any defense or setoff, counterclaim, recoupment or termination whatsoever by reason of the invalidity, illegality, nongenuineness, irregularity, compromise, unenforceability of, or any other event or occurrence affecting, any Secured Obligations; (e) any amendment to, rescission, waiver or ~~waiver of~~ other modification of, or any consent to departure from, any ~~departure from~~ of the ~~Notes,~~ terms of the ~~Warrants or any other agreement entered into in connection with the foregoing~~Put Agreement; (cf) any addition, exchange, ~~release~~ release, surrender or nonperfection of any of collateral (including the ~~Intellectual Property~~Collateral), or any ~~release or~~ amendment to or waiver or release of or addition to or consent to departure from any ~~other Intellectual Property for, or any~~ guaranty, ~~or any other security,~~ for ~~all or~~ any of the Secured Obligations~~; (d) any action by the Secured Party to obtain, adjust, settle and cancel in its sole discretion any insurance claims or matters made or arising in connection with the Intellectual Property~~; or (eg) any other ~~circumstance~~ circumstances which might otherwise constitute ~~any~~ a defense available to, or a legal or equitable ~~defense available to the Company~~discharge of, ~~or a discharge of all~~ Pledgor, any surety or any part of the Security Interest granted hereby. Until the Obligations shall have been paid and performed in full, the rights of the Secured Party shall continue even if the Obligations are barred for any reason, including, without limitation, the running of the statute of limitations or bankruptcy. The Company expressly waives presentment, protest, notice of protest, demand, notice of nonpayment and demand for performance. In the event that at any time any transfer of any Intellectual Property or any payment received by the Secured Party hereunder shall be deemed by final order of a court of competent jurisdiction to have been a voidable preference or fraudulent conveyance under the bankruptcy or insolvency laws of the United States, or shall be deemed to be otherwise due to any party other than the Secured Party, then, in any such event, the Company's obligations hereunder shall survive cancellation of this Agreement, and shall not be discharged or satisfied by any prior payment thereof and/or cancellation of this Agreement, but shall remain a valid and binding obligation enforceable in accordance with the terms and provisions hereof. The Company waives all right to require the Secured Party to proceed against any other person or to apply any Intellectual Property which the Secured Party may hold at any time, or to marshal assets, or to pursue any other remedy. The Company waives any defense arising by reason of the application of the statute of limitations to any obligation secured herebyguarantor.

Appears in 3 contracts

Samples: Put Agreement, Put Agreement (Nant Health, LLC), Put Agreement

Security Interest Absolute. All rights of the Secured Party and all Obligations of the ~~Company~~ Grantor hereunder, shall be absolute and unconditional, irrespective of: (ai) any lack of validity or enforceability of this Agreement, the ~~Notes~~Purchase Agreement, ~~the Warrants~~ and any other Transaction Documents or any agreement entered into in connection with the foregoing, or any portion hereof or thereof; (bii) any change in the time, manner or place of payment or performance of, or in any other term of, all or any of the Obligations, or any other amendment or waiver of or any consent to any departure from the ~~Notes~~terms and provisions of the Purchase Agreement, ~~the Warrants~~ any other Transaction Documents, or any other agreement entered into in connection with the foregoing; (ciii) any exchange, release or ~~nonperfection~~ non-perfection of any of the ~~Intellectual Property~~Collateral, or any release or amendment or waiver of or consent to departure from any other ~~Intellectual Property~~ collateral for, or any guaranty, or any other security, for all or any of the Obligations; (div) any action by the Secured Party to obtain, adjust, settle and cancel in its sole discretion any insurance claims or matters made or arising in connection with the ~~Intellectual Property~~Collateral; or (ev) any other circumstance which might otherwise constitute any legal or equitable defense available to the ~~Company~~Grantor, or a discharge of all or any part of the ~~Security Interest~~ security interests granted hereby. Until the Obligations shall have been paid and performed in full, the rights of the Secured Party shall continue even if the Obligations are barred for any reason, including, ~~without limitation,~~ the running of the statute of limitations or bankruptcy~~. The Company expressly waives presentment, protest, notice of protest, demand, notice of nonpayment and demand for performance~~. In the event that at any time any transfer of any ~~Intellectual Property~~ Collateral or any payment received by the Secured Party hereunder shall be deemed by final order of a court of competent jurisdiction to have been a voidable preference or fraudulent conveyance under the Bankruptcy Code or any other similar insolvency or bankruptcy ~~or insolvency~~ laws of ~~the United States~~any jurisdiction , or shall be deemed to be otherwise due to any party other than the Secured Party, then, in any such event, the ~~Company's~~ Grantor’s obligations hereunder shall survive cancellation of this Agreement, and shall not be discharged or satisfied by any prior payment thereof and/or cancellation of this Agreement, but shall remain a valid and binding obligation enforceable in accordance with the terms and provisions hereof. The ~~Company~~ Grantor waives all right to require the Secured Party to proceed against any other ~~person~~ Person or to apply any ~~Intellectual Property~~ Collateral which the Secured Party may hold at any time, or to ~~marshal assets, or to~~ pursue any other remedy. The ~~Company~~ Grantor waives any defense arising by reason of the application of the statute of limitations to any obligation secured hereby.

Appears in 3 contracts

Samples: Security Agreement (Mota Group, Inc.), Security Agreement (Osl Holdings, Inc.), Security Agreement (Preferred Restaurant Brands, Inc.)

Security Interest Absolute. All rights of the Secured Party and all ~~Obligations~~ obligations of the ~~Company~~ Debtor hereunder, shall be absolute and unconditional, irrespective of: (a) any lack of validity or enforceability of this Agreement, the ~~Notes, the Warrants~~ Note or any agreement entered into in connection with the foregoing, or any portion hereof or thereof; (b) any change in the time, manner or place of payment or performance of, or in any other term of, all or any of the Obligations, or any other amendment or waiver of or any consent to any departure from the ~~Notes, the Warrants~~ Note or any other agreement entered into in connection with the foregoing; (c) any exchange, release or nonperfection of any of the ~~Intellectual Property~~Collateral, or any release or amendment or waiver of or consent to departure from any other ~~Intellectual Property~~ collateral for, or any guaranty, or any other security, for all or any of the Obligations; (d) any action by the Secured Party to obtain, adjust, settle and cancel in its sole discretion any insurance claims or matters made or arising in connection with the ~~Intellectual Property~~Collateral; or (e) any other circumstance which might otherwise constitute any legal or equitable defense available to ~~the Company~~a Debtor, or a discharge of all or any part of the Security Interest granted hereby. Until the Obligations shall have been paid and performed in full, the rights of the Secured Party shall continue even if the Obligations are barred for any reason, including, without limitation, the running of the statute of limitations or bankruptcy. ~~The Company expressly waives presentment, protest, notice of protest, demand, notice of nonpayment and demand for performance.~~ In the event that at any time any transfer of any ~~Intellectual Property~~ Collateral or any payment received by the Secured Party hereunder shall be deemed by final order of a court of competent jurisdiction to have been a voidable preference or fraudulent conveyance under the bankruptcy or insolvency laws of the United States, or shall be deemed to be otherwise due to any party other than the Secured Party, then, in any such event, ~~the Company's~~ Debtor’s obligations hereunder shall survive cancellation of this Agreement, and shall not be discharged or satisfied by any prior payment thereof and/or cancellation of this Agreement, but shall remain a valid and binding obligation enforceable in accordance with the terms and provisions hereof. ~~The Company~~ Debtor waives all right to require the Secured Party to proceed against any other person or entity or to apply any ~~Intellectual Property~~ Collateral which the Secured Party may hold at any time, or to marshal assets, or to pursue any other remedy~~. The Company waives any defense arising by reason of the application of the statute of limitations to any obligation secured hereby~~.

Appears in 3 contracts

Samples: Security Agreement, Security Agreement (Geotag Inc.), Security Agreement (Geotag Inc.)

Security Interest Absolute. All rights of the Secured ~~Party~~ Parties and all ~~Obligations~~ obligations of the ~~Company~~ Debtor hereunder, shall be absolute and unconditional, irrespective of: (a) any lack of validity or enforceability of this Agreement, the ~~Notes, the Warrants~~ Debentures or any agreement entered into in connection with the foregoing, or any portion hereof or thereof; (b) any change in the time, manner or place of payment or performance of, or in any other term of, all or any of the Obligations, or any other amendment or waiver of or any consent to any departure from the ~~Notes, the Warrants~~ Debentures or any other agreement entered into in connection with the foregoing; (c) any exchange, release or nonperfection of any of the ~~Intellectual Property~~Collateral, or any release or amendment or waiver of or consent to departure from any other ~~Intellectual Property~~ collateral for, or any guaranty, or any other security, for all or any of the Obligations; (d) any action by the Secured ~~Party~~ Parties to obtain, adjust, settle and cancel in its sole discretion any insurance claims or matters made or arising in connection with the ~~Intellectual Property~~Collateral; or (e) any other circumstance which might otherwise constitute any legal or equitable defense available to the ~~Company~~Debtor, or a discharge of all or any part of the Security Interest granted hereby. Until the Obligations shall have been paid and performed in full, the rights of the Secured ~~Party~~ Parties shall continue even if the Obligations are barred for any reason, including, without limitation, the running of the statute of limitations or bankruptcy. The ~~Company~~ Debtor expressly waives presentment, protest, notice of protest, demand, notice of nonpayment and demand for performance. In the event that at any time any transfer of any ~~Intellectual Property~~ Collateral or any payment received by the Secured ~~Party~~ Parties hereunder shall be deemed by final order of a court of competent jurisdiction to have been a voidable preference or fraudulent conveyance under the bankruptcy or insolvency laws of the United States, or shall be deemed to be otherwise due to any party other than the Secured ~~Party~~Parties, then, in any such event, the ~~Company~~Debtor's obligations hereunder shall survive cancellation of this Agreement, and shall not be discharged or satisfied by any prior payment thereof and/or cancellation of this Agreement, but shall remain a valid and binding obligation enforceable in accordance with the terms and provisions hereof. The ~~Company~~ Debtor waives all right to require the Secured ~~Party~~ Parties to proceed against any other person or entity or to apply any ~~Intellectual Property~~ Collateral which the Secured ~~Party~~ Parties may hold at any time, or to marshal assets, or to pursue any other remedy. The ~~Company~~ Debtor waives any defense arising by reason of the application of the statute of limitations to any obligation secured hereby.

Appears in 3 contracts

Samples: 7 Security Agreement (PERF Go-Green Holdings, Inc), Security Agreement (TNX Television Holdings Inc), Security Agreement (PERF Go-Green Holdings, Inc)

Security Interest Absolute. All rights of the Secured ~~Party~~ Parties and all ~~Obligations~~ obligations of the ~~Company~~ Debtor hereunder, shall be absolute and unconditional, irrespective of: (a) any lack of validity or enforceability of this Agreement, the ~~Notes, the Warrants~~ Notes or any agreement entered into in connection with the foregoing, or any portion hereof or thereof; (b) any change in the time, manner or place of payment or performance of, or in any other term of, all or any of the Obligations, or any other amendment or waiver of or any consent to any departure from the ~~Notes, the Warrants~~ Notes or any other agreement entered into in connection with the foregoing; (c) any exchange, release or nonperfection of any of the ~~Intellectual Property~~Collateral, or any release or amendment or waiver of or consent to departure from any other ~~Intellectual Property~~ collateral for, or any guaranty, or any other security, for all or any of the Obligations; (d) any action by the Secured ~~Party~~ Parties to obtain, adjust, settle and cancel in its sole discretion any insurance claims or matters made or arising in connection with the ~~Intellectual Property~~Collateral; or (e) any other circumstance which might otherwise constitute any legal or equitable defense available to the ~~Company~~Debtor, or a discharge of all or any part of the Security Interest granted hereby. Until the Obligations shall have been paid and performed in full, the rights of the Secured ~~Party~~ Parties shall continue even if the Obligations are barred for any reason, including, without limitation, the running of the statute of limitations or bankruptcy. The ~~Company~~ Debtor expressly waives presentment, protest, notice of protest, demand, notice of nonpayment and demand for performance. In the event that at any time any transfer of any ~~Intellectual Property~~ Collateral or any payment received by the Secured ~~Party~~ Parties hereunder shall be deemed by final order of a court of competent jurisdiction to have been a voidable preference or fraudulent conveyance under the bankruptcy or insolvency laws of the United States, or shall be deemed to be otherwise due to any party other than the Secured ~~Party~~Parties, then, in any such event, the ~~Company's~~ Debtor’s obligations hereunder shall survive cancellation of this Agreement, and shall not be discharged or satisfied by any prior payment thereof and/or cancellation of this Agreement, but shall remain a valid and binding obligation enforceable in accordance with the terms and provisions hereof. The ~~Company~~ Debtor waives all right to require the Secured ~~Party~~ Parties to proceed against any other person or entity or to apply any ~~Intellectual Property~~ Collateral which the Secured ~~Party~~ Parties may hold at any time, or to marshal assets, or to pursue any other remedy. The ~~Company~~ Debtor waives any defense arising by reason of the application of the statute of limitations to any obligation secured hereby.

Appears in 3 contracts

Samples: Security Agreement (Lexaria Corp.), Security Agreement (Lexaria Corp.), Security Agreement (Lexaria Corp.)

Security Interest Absolute. All rights of the Collateral Agent and the Secured ~~Party~~ Parties and all ~~Obligations~~ obligations of the ~~Company~~ Debtors hereunder, shall be absolute and unconditional, irrespective of: (a) any lack of validity or enforceability of this Agreement, the ~~Notes, the Warrants~~ Notes or any agreement entered into in connection with the foregoing, or any portion hereof or thereof; (b) any change in the time, manner or place of payment or performance of, or in any other term of, all or any of the Obligations, or any other amendment or waiver of or any consent to any departure from the ~~Notes, the Warrants~~ Notes or any other agreement entered into in connection with the foregoing; (c) any exchange, release or nonperfection of any of the ~~Intellectual Property~~Collateral, or any release or amendment or waiver of or consent to departure from any other ~~Intellectual Property~~ collateral for, or any guaranty, or any other security, for all or any of the Obligations; (d) any action by any of the Secured ~~Party~~ Parties to obtain, adjust, settle and cancel in its sole discretion any insurance claims or matters made or arising in connection with the ~~Intellectual Property~~Collateral; or (e) any other circumstance which might otherwise constitute any legal or equitable defense available to ~~the Company~~a Debtor, or a discharge of all or any part of the Security Interest granted hereby. Until the Obligations shall have been paid and performed in full, the rights of the Secured ~~Party~~ Parties shall continue even if the Obligations are barred for any reason, including, without limitation, the running of the statute of limitations or bankruptcy. ~~The Company~~ Each Debtor expressly waives presentment, protest, notice of protest, demand, notice of nonpayment and demand for performance. In the event that at any time any transfer of any ~~Intellectual Property~~ Collateral or any payment received by the Collateral Agent for the benefit of any Secured Party hereunder shall be deemed by final order of a court of competent jurisdiction to have been a voidable preference or fraudulent conveyance under the bankruptcy or insolvency laws of the United States, or shall be deemed to be otherwise due to any party other than the Secured ~~Party~~Parties, then, in any such event, ~~the Company's~~ each Debtor’s obligations hereunder shall survive cancellation of this Agreement, and shall not be discharged or satisfied by any prior payment thereof and/or cancellation of this Agreement, but shall remain a valid and binding obligation enforceable in accordance with the terms and provisions hereof. ~~The Company~~ Each Debtor waives all right to require ~~the~~ any Secured Party to proceed against any other person or entity or to apply any ~~Intellectual Property~~ Collateral which the Collateral Agent or any Secured ~~Party~~ Parties may hold at any time, or to marshal assets, or to pursue any other remedy. ~~The Company~~ Each Debtor waives any defense arising by reason of the application of the statute of limitations to any obligation secured hereby.

Appears in 3 contracts

Samples: Security Agreement (Manaris Corp), Security Agreement (Pipeline Data Inc), Security Agreement (Manaris Corp)

Security Interest Absolute. All rights of the Secured ~~Party~~ Parties and all ~~Obligations~~ obligations of the ~~Company~~ Debtor hereunder, shall be absolute and unconditional, irrespective of: (a) any lack of validity or enforceability of this Agreement, the ~~Notes, the Warrants~~ Notes or any agreement entered into in connection with the foregoing, or any portion hereof or thereof; (b) any change in the time, manner or place of payment or performance of, or in any other term of, all or any of the Obligations, or any other amendment or waiver of or any consent to any departure from the ~~Notes, the Warrants~~ Notes or any other agreement entered into in connection with the foregoing; (c) any exchange, release or nonperfection of any of the ~~Intellectual Property~~Collateral, or any release or amendment or waiver of or consent to departure from any other ~~Intellectual Property~~ collateral for, or any guaranty, or any other security, for all or any of the Obligations; (d) any action by the Secured ~~Party~~ Parties to obtain, adjust, settle and cancel in its sole discretion any insurance claims or matters made or arising in connection with the ~~Intellectual Property~~Collateral; or (e) any other circumstance which might otherwise constitute any legal or equitable defense available to ~~the Company~~a Debtor, or a discharge of all or any part of the Security Interest granted hereby. Until the Obligations shall have been paid and performed in full, the rights of the Secured ~~Party~~ Parties shall continue even if the Obligations are barred for any reason, including, without limitation, the running of the statute of limitations or bankruptcy. The ~~Company~~ Debtor expressly waives presentment, protest, notice of protest, demand, notice of nonpayment and demand for performance. In the event that at any time any transfer of any ~~Intellectual Property~~ Collateral or any payment received by the Secured ~~Party~~ Parties hereunder shall be deemed by final order of a court of competent jurisdiction to have been a voidable preference or fraudulent conveyance under the bankruptcy or insolvency laws of the United States, or shall be deemed to be otherwise due to any party other than the Secured ~~Party~~Parties, then, in any such event, the ~~Company~~Debtor's obligations hereunder shall survive cancellation of this Agreement, and shall not be discharged or satisfied by any prior payment thereof and/or cancellation of this Agreement, but shall remain a valid and binding obligation enforceable in accordance with the terms and provisions hereof. The ~~Company~~ Debtor waives all right to require the Secured ~~Party~~ Parties to proceed against any other person or entity or to apply any ~~Intellectual Property~~ Collateral which the Secured ~~Party~~ Parties may hold at any time, or to marshal assets, or to pursue any other remedy. The ~~Company~~ Debtor waives any defense arising by reason of the application of the statute of limitations to any obligation secured hereby.

Appears in 3 contracts

Samples: Security Agreement (Knobias, Inc.), Security Agreement (Knobias, Inc.), Security Agreement (Knockout Holdings, Inc.)

Security Interest Absolute. All rights of the Secured Party and all ~~Obligations~~ obligations of the ~~Company~~ Debtors hereunder, shall be absolute and unconditional, irrespective of: (a) any lack of validity or enforceability of this Agreement, the ~~Notes, the Warrants~~ Notes or any agreement entered into in connection with the foregoing, or any portion hereof or thereof; (b) any change in the time, manner or place of payment or performance of, or in any other term of, all or any of the Obligations, or any other amendment or waiver of or any consent to any departure from the ~~Notes, the Warrants~~ Notes or any other agreement entered into in connection with the foregoing; (c) any exchange, release or ~~nonperfection~~ non-perfection of any of the ~~Intellectual Property~~Collateral, or any release or amendment or waiver of or consent to departure from any other ~~Intellectual Property~~ collateral for, or any guaranty, or any other security, for all or any of the Obligations; (d) any action by the Secured Party to obtain, adjust, settle and cancel in its sole discretion any insurance claims or matters made or arising in connection with the ~~Intellectual Property~~Collateral; or (e) any other circumstance which might otherwise constitute any legal or equitable defense available to ~~the Company~~a Debtor, or a discharge of all or any part of the Security Interest granted hereby. Until the Obligations shall have been paid and performed in full, the rights of the Secured Party shall continue even if the Obligations are barred for any reason, including, without limitation, the running of the statute of limitations or bankruptcy. ~~The Company~~ Each Debtor expressly waives presentment, protest, notice of protest, demand, notice of nonpayment and demand for performance. In the event that at any time any transfer of any ~~Intellectual Property~~ Collateral or any payment received by the Secured Party hereunder shall be deemed by final order of a court of competent jurisdiction to have been a voidable preference or fraudulent conveyance under the bankruptcy or insolvency laws of the United States, or shall be deemed to be otherwise due to any party other than the Secured Party, then, in any such event, ~~the Company's~~ each Debtor’s obligations hereunder shall survive cancellation of this Agreement, and shall not be discharged or satisfied by any prior payment thereof and/or cancellation of this Agreement, but shall remain a valid and binding obligation enforceable in accordance with the terms and provisions hereof. ~~The Company~~ Each Debtor waives all right to require the Secured Party to proceed against any other person or entity or to apply any ~~Intellectual Property~~ Collateral which the Secured Party may hold at any time, or to marshal assets, or to pursue any other remedy. ~~The Company~~ Each Debtor waives any defense arising by reason of the application of the statute of limitations to any obligation secured hereby.

Appears in 3 contracts

Samples: Security Agreement (Curative Biotechnology Inc), Security Agreement (Curative Biotechnology Inc), Security Agreement (Curative Biotechnology Inc)

Security Interest Absolute. All rights of the Secured ~~Party~~ Parties and all Obligations of the ~~Company~~ Borrower hereunder, shall be absolute and unconditional, irrespective of: (a) any lack of validity or enforceability of this Agreement, the ~~Notes, the Warrants~~ Debentures or any agreement entered into in connection with the foregoing, or any portion hereof or thereof; (b) any change in the time, manner or place of payment or performance of, or in any other term of, all or any of the Obligations, or any other amendment or waiver of or any consent to any departure from the ~~Notes, the Warrants~~ Debentures or any other agreement entered into in connection with the foregoing; (c) any exchange, release or nonperfection of any of the ~~Intellectual Property~~Collateral, or any release or amendment or waiver of or consent to departure from any other ~~Intellectual Property~~ collateral for, or any guaranty, or any other security, for all or any of the Obligations; (d) any action by the Secured ~~Party~~ Parties to obtain, adjust, settle and cancel in its sole discretion any insurance claims or matters made or arising in connection with the ~~Intellectual Property~~Collateral; or (e) any other circumstance which might otherwise constitute any legal or equitable defense available to the ~~Company~~Borrower, or a discharge of all or any part of the Security Interest granted hereby. Until the Obligations shall have been paid and performed in full, the rights of the Secured ~~Party~~ Parties shall continue even if the Obligations are barred for any reason, including, without limitation, the running of the statute of limitations or bankruptcy. The ~~Company~~ Borrower expressly waives presentment, protest, notice of protest, demand, notice of nonpayment and demand for performance. In the event that at any time any transfer of any ~~Intellectual Property~~ Collateral or any payment received by the Secured ~~Party~~ Parties hereunder shall be deemed by final order of a court of competent jurisdiction to have been a voidable preference or fraudulent conveyance under the bankruptcy or insolvency laws of the United States, or shall be deemed to be otherwise due to any party other than the Secured ~~Party~~Parties, then, in any such event, the ~~Company's~~ Borrower’s obligations hereunder shall survive cancellation of this Agreement, and shall not be discharged or satisfied by any prior payment thereof and/or cancellation of this Agreement, but shall remain a valid and binding obligation enforceable in accordance with the terms and provisions hereof. The ~~Company~~ Borrower waives all right to require the Secured ~~Party~~ Parties to proceed against any other person or to apply any ~~Intellectual Property~~ Collateral which the Secured ~~Party~~ Parties may hold at any time, or to marshal assets, or to pursue any other remedy. The ~~Company~~ Borrower waives any defense arising by reason of the application of the statute of limitations to any obligation secured hereby.

Appears in 2 contracts

Samples: Loan and Securities Purchase Agreement (Aerogen Inc), Loan and Securities Purchase Agreement (Aerogen Inc)

Security Interest Absolute. All rights of the Secured ~~Party~~ Parties and all Obligations of the ~~Company~~ Obligor hereunder, shall be absolute and unconditional, irrespective ~~of:~~ of (a) any lack of validity or enforceability of this Agreement, the Notes, ~~the Warrants~~ or any agreement entered into in connection with the foregoing, or any portion hereof or thereof; , (b) any change in the time, ~~manner~~ manner, or place of payment or performance of, or in any other term of, all or any of the Obligations, or any other amendment or waiver of or any consent to any departure from the Notes, the ~~Warrants~~ Transaction Documents, or any other agreement entered into in connection with the foregoing; , (c) any exchange, ~~release~~ release, or ~~nonperfection~~ nonperfection, of any of the ~~Intellectual Property~~Collateral, or any release or amendment or waiver of or consent to departure from any other ~~Intellectual Property~~ collateral for, or any guaranty, or any other security, for all or any of the Obligations; , (d) any action by the Secured ~~Party~~ Parties to obtain, adjust, ~~settle~~ settle, and cancel in ~~its~~ their sole discretion any insurance claims or matters made or arising in connection with the ~~Intellectual Property;~~ Collateral, or (e) any other circumstance which might otherwise constitute any legal or equitable defense available to the ~~Company~~Obligor, or a discharge of all or any part of the Security Interest granted hereby. Until the Obligations shall have been paid and performed in full, the rights of the Secured ~~Party~~ Parties shall continue even if the Obligations are barred for any reason, including, without limitation, the running of the statute of limitations or bankruptcy. The ~~Company~~ Obligor expressly waives presentment, protest, notice of protest, demand, notice of ~~nonpayment~~ nonpayment, and demand for performance. ~~In the event that at~~ If any time any transfer of any ~~Intellectual Property~~ Collateral or any payment received by the Secured ~~Party~~ Parties hereunder shall be deemed by final order of a court of competent jurisdiction to have been a voidable preference or fraudulent conveyance under the bankruptcy or insolvency laws of the United States, or shall be deemed to be otherwise due to any ~~party~~ parties other than the Secured ~~Party~~Parties, then, in any such event, the ~~Company's~~ Obligor’s obligations hereunder shall survive cancellation of this Agreement, and shall not be discharged or satisfied by any prior payment thereof and/or cancellation of this Agreement, but shall remain a valid and binding obligation enforceable in accordance with the terms and provisions hereof. The ~~Company~~ Obligor waives all right to require the Secured ~~Party~~ Parties to proceed against any other person or to apply any ~~Intellectual Property~~ Collateral which the Secured ~~Party~~ Parties may hold at any time, or to marshal assets, or to pursue any other remedy. The ~~Company~~ Obligor waives any defense arising by reason of the application of the statute of limitations to any ~~obligation~~ Obligation secured hereby.

Appears in 2 contracts

Samples: Intercreditor Agreement (Eastside Distilling, Inc.), Registration Rights Agreement (Eastside Distilling, Inc.)

Security Interest Absolute. All rights of the Secured ~~Party~~ Parties and all ~~Obligations~~ obligations of the ~~Company~~ Debtors hereunder, shall be absolute and unconditional, irrespective of: (a) any lack of validity or enforceability of this Agreement, the ~~Notes~~Series B Designations, the ~~Warrants~~ Series C Designations or any agreement entered into in connection with the foregoing, or any portion hereof or thereof; (b) any change in the time, manner or place of payment or performance of, or in any other term of, all or any of the Obligations, or any other amendment or waiver of or any consent to any departure from the ~~Notes~~Series B Designations, ~~the Warrants~~ Series C Designations or any other agreement entered into in connection with the foregoing; (c) any exchange, release or nonperfection of any of the ~~Intellectual Property~~Collateral, or any release or amendment or waiver of or consent to departure from any other ~~Intellectual Property~~ collateral for, or any guaranty, or any other security, for all or any of the Obligations; (d) any action by the Secured ~~Party~~ Parties to obtain, adjust, settle and cancel in its sole discretion any insurance claims or matters made or arising in connection with the ~~Intellectual Property~~Collateral; or (e) any other circumstance which might otherwise constitute any legal or equitable defense available to ~~the Company~~a Debtor, or a discharge of all or any part of the Security Interest granted hereby. Until the Obligations shall have been paid and performed in full, the rights of the Secured ~~Party~~ Parties shall continue even if the Obligations are barred for any reason, including, without limitation, the running of the statute of limitations or bankruptcy. ~~The Company~~ Each Debtor expressly waives presentment, protest, notice of protest, demand, notice of nonpayment and demand for performance. In the event that at any time any transfer of any ~~Intellectual Property~~ Collateral or any payment received by the Secured ~~Party~~ Parties hereunder shall be deemed by final order of a court of competent jurisdiction to have been a voidable preference or fraudulent conveyance under the bankruptcy or insolvency laws of the United States, or shall be deemed to be otherwise due to any party other than the Secured ~~Party~~Parties, then, in any such event, ~~the Company's~~ each Debtor’s obligations hereunder shall survive cancellation of this Agreement, and shall not be discharged or satisfied by any prior payment thereof and/or cancellation of this Agreement, but shall remain a valid and binding obligation enforceable in accordance with the terms and provisions hereof. ~~The Company~~ Each Debtor waives all right to require the Secured ~~Party~~ Parties to proceed against any other person or entity or to apply any ~~Intellectual Property~~ Collateral which the Secured ~~Party~~ Parties may hold at any time, or to marshal assets, or to pursue any other remedy. ~~The Company~~ Each Debtor waives any defense arising by reason of the application of the statute of limitations to any obligation secured hereby.

Appears in 2 contracts

Samples: And Restated Security Agreement (Global Diversified Industries Inc), And Restated Security Agreement (Global Diversified Industries Inc)

Security Interest Absolute. All rights of the Secured Party and all Obligations of the Company hereunder, shall be absolute and unconditional, irrespective of: (a) any lack of validity or enforceability of this Agreement, the Notes, ~~the Warrants~~ or any agreement entered into in connection with the foregoing, or any portion hereof or thereof; (b) any change in the time, manner or place of payment or performance of, or in any other term of, all or any of the Obligations, or any other amendment or waiver of or any consent to any departure from the Notes, ~~the Warrants~~ or any other agreement entered into in connection with the foregoing; (c) any exchange, release or nonperfection of any of the ~~Intellectual Property~~Collateral, or any release or amendment or waiver of or consent to departure from any other ~~Intellectual Property~~ collateral for, or any guaranty, or any other security, for all or any of the Obligations; (d) any action by the Secured Party to obtain, adjust, settle and cancel in its sole discretion any insurance claims or matters made or arising in connection with the ~~Intellectual Property~~Collateral; or (e) any other circumstance which might otherwise constitute any legal or equitable defense available to the Company, or a discharge of all or any part of the Security Interest granted hereby. Until the Obligations shall have been paid and performed in full, the rights of the Secured Party shall continue even if the Obligations are barred for any reason, including, without limitation, the running of the statute of limitations or bankruptcy. The Company expressly waives presentment, protest, notice of protest, demand, notice of nonpayment and demand for performance. In the event that at any time any transfer of any ~~Intellectual Property~~ Collateral or any payment received by the Secured Party hereunder shall be deemed by final order of a court of competent jurisdiction to have been a voidable preference or fraudulent conveyance under the bankruptcy or insolvency laws of the United States, or shall be deemed to be otherwise due to any party other than the Secured Party, then, in any such event, the Company's ’s obligations hereunder shall survive cancellation of this Agreement, and shall not be discharged or satisfied by any prior payment thereof and/or cancellation of this Agreement, but shall remain a valid and binding obligation enforceable in accordance with the terms and provisions hereof. The Company waives all right to require the Secured Party to proceed against any other person or to apply any ~~Intellectual Property~~ Collateral which the Secured Party may hold at any time, or to marshal assets, or to pursue any other remedy. The Company waives any defense arising by reason of the application of the statute of limitations to any obligation secured hereby.

Appears in 2 contracts

Samples: Security Agreement (Med Gen Inc), Security Agreement (Dnaprint Genomics Inc)

Security Interest Absolute. All rights of ~~the~~ Secured Party hereunder, the Security Interest and all ~~Obligations~~ obligations of ~~the Company hereunder,~~ Debtor and Borrowers hereunder shall be absolute and ~~unconditional~~unconditional irrespective of (i) any filing by or against Debtor of any petition in bankruptcy or any action under federal or state law for the relief of debtors or the seeking or consenting to of the appointment of an administrator, ~~irrespective of:~~ receiver, custodian or similar officer for the wind up of its business; (aii) any lack of validity or enforceability of ~~this Agreement, the Notes, the Warrants or~~ any agreement ~~entered into in connection~~ with respect to any of the ~~foregoing~~Obligations, ~~or any portion hereof or thereof;~~ (biii) any change in the time, manner or place of payment ~~or performance~~ of, or in any other term of, all or any of the Obligations, or any other amendment or waiver of or any consent to any departure from any agreement or instrument with respect to the ~~Notes~~Obligations, ~~the Warrants or any other agreement entered into in connection with the foregoing;~~ (~~c) any~~ iv)any exchange, release or ~~nonperfection~~ non-perfection of any ~~of the Intellectual Property,~~ lien or any release or amendment or waiver of or consent to under or departure from any ~~other Intellectual Property for~~guarantee, securing or ~~any guaranty, or any other security, for~~ guaranteeing all or any of the Obligations~~; (d) any action by the Secured Party to obtain~~, ~~adjust, settle and cancel in its sole discretion any insurance claims or matters made or arising in connection with the Intellectual Property;~~ or (ev) any other circumstance ~~which~~ that might otherwise constitute ~~any legal or equitable~~ a defense available ~~to the Company~~to, or a discharge of, Debtor in respect of the Obligations or this Agreement. If, after receipt of any payment of all or any part of the ~~Security Interest granted hereby. Until~~ Obligations, Secured Party is for any reason compelled to surrender such payment to any person or entity, because such payment is determined to be void or voidable as a preference, impermissible setoff, or a diversion of trust funds, or for any other reason, such payment shall be reinstated as part of the Obligations and this Agreement shall continue in full force notwithstanding any contrary action which may have been ~~paid and performed in full, the rights of the~~ taken by Secured Party ~~shall continue even if the Obligations are barred for~~ in reliance upon such payment, and any reason, including, without limitation, the running of the statute of limitations or bankruptcy. The Company expressly waives presentment, protest, notice of protest, demand, notice of nonpayment and demand for performance. In the event that at any time any transfer of any Intellectual Property or any payment received by the Secured Party hereunder such contrary action so taken shall be ~~deemed by final order of a court of competent jurisdiction~~ without prejudice to ~~have been a voidable preference or fraudulent conveyance~~ Secured Party’s rights under ~~the bankruptcy or insolvency laws of the United States, or~~ this Agreement and shall be deemed to ~~be otherwise due to any party other than the Secured Party, then, in any~~ have been conditioned upon such ~~event, the Company's obligations hereunder shall survive cancellation of this Agreement,~~ payment having become final and shall not be discharged or satisfied by any prior payment thereof and/or cancellation of this Agreement, but shall remain a valid and binding obligation enforceable in accordance with the terms and provisions hereof. The Company waives all right to require the Secured Party to proceed against any other person or to apply any Intellectual Property which the Secured Party may hold at any time, or to marshal assets, or to pursue any other remedy. The Company waives any defense arising by reason of the application of the statute of limitations to any obligation secured herebyirrevocable.

Appears in 2 contracts

Samples: General Security Agreement (Hardinge Inc), General Security Agreement (Hardinge Inc)

Security Interest Absolute. All rights of the Secured Party and -------------------------- all Obligations of the Company hereunder, shall be absolute and unconditional, irrespective of: (a) any lack of validity or enforceability of this Agreement, the ~~Notes, the Warrants~~ Debentures or any agreement entered into in connection with the foregoing, or any portion hereof or thereof; (b) any change in the time, manner or place of payment or performance of, or in any other term of, all or any of the Obligations, or any other amendment or waiver of or any consent to any departure from the ~~Notes, the Warrants~~ Debentures or any other agreement entered into in connection with the foregoing; (c) any exchange, release or nonperfection of any of the ~~Intellectual Property~~Collateral, or any release or amendment or waiver of or consent to departure from any other ~~Intellectual Property~~ collateral for, or any guaranty, or any other security, for all or any of the Obligations; (d) any action by the Secured Party to obtain, adjust, settle and cancel in its sole discretion any insurance claims or matters made or arising in connection with the ~~Intellectual Property~~Collateral; or (e) any other circumstance which might otherwise constitute any legal or equitable defense available to the Company, or a discharge of all or any part of the Security Interest granted hereby. Until the Obligations shall have been paid and performed in full, the rights of the Secured Party shall continue even if the Obligations are barred for any reason, including, without limitation, the running of the statute of limitations or bankruptcy. The Company expressly waives presentment, protest, notice of protest, demand, notice of nonpayment and demand for performance. In the event that at any time any transfer of any ~~Intellectual Property~~ Collateral or any payment received by the Secured Party hereunder shall be deemed by final order of a court of competent jurisdiction to have been a voidable preference or fraudulent conveyance under the bankruptcy or insolvency laws of the United States, or shall be deemed to be otherwise due to any party other than the Secured Party, then, in any such event, the Company's obligations hereunder shall survive cancellation of this Agreement, and shall not be discharged or satisfied by any prior payment thereof and/or cancellation of this Agreement, but shall remain a valid and binding obligation enforceable in accordance with the terms and provisions hereof. The Company waives all right to require the Secured Party to proceed against any other person or to apply any ~~Intellectual Property~~ Collateral which the Secured Party may hold at any time, or to marshal assets, or to pursue any other remedy. The Company waives any defense arising by reason of the application of the statute of limitations to any obligation secured hereby.

Appears in 2 contracts

Samples: Security Agreement (Demarco Energy Systems of America Inc), Intellectual Property Security Agreement (Demarco Energy Systems of America Inc)

Security Interest Absolute. All rights of the Secured Party and all Obligations of the Company hereunder, shall be absolute and unconditional, irrespective of: (ai) any lack of validity or enforceability of this Agreement, the ~~Notes~~Purchase Agreement, ~~the Warrants~~ and any other Transaction Documents or any agreement entered into in connection with the foregoing, or any portion hereof or thereof; (bii) any change in the time, manner or place of payment or performance of, or in any other term of, all or any of the Obligations, or any other amendment or waiver of or any consent to any departure from the ~~Notes~~terms and provisions of the Purchase Agreement, ~~the Warrants~~ any other Transaction Documents, or any other agreement entered into in connection with the foregoing; (ciii) any exchange, release or ~~nonperfection~~ non-perfection of any of the ~~Intellectual Property~~Collateral, or any release or amendment or waiver of or consent to departure from any other ~~Intellectual Property~~ collateral for, or any guaranty, or any other security, for all or any of the Obligations; (div) any action by the Secured Party to obtain, adjust, settle and cancel in its sole discretion any insurance claims or matters made or arising in connection with the ~~Intellectual Property~~Collateral; or (ev) any other circumstance which might otherwise constitute any legal or equitable defense available to the Company, or a discharge of all or any part of the ~~Security Interest~~ security interests granted hereby. Until the Obligations shall have been paid and performed in full, the rights of the Secured Party shall continue even if the Obligations are barred for any reason, including, ~~without limitation,~~ the running of the statute of limitations or bankruptcy~~. The Company expressly waives presentment, protest, notice of protest, demand, notice of nonpayment and demand for performance~~. In the event that at any time any transfer of any ~~Intellectual Property~~ Collateral or any payment received by the Secured Party hereunder shall be deemed by final order of a court of competent jurisdiction to have been a voidable preference or fraudulent conveyance under the Bankruptcy Code or any other similar insolvency or bankruptcy ~~or insolvency~~ laws of ~~the United States~~any jurisdiction , or shall be deemed to be otherwise due to any party other than the Secured Party, then, in any such event, the Company's obligations hereunder shall survive cancellation of this Agreement, and shall not be discharged or satisfied by any prior payment thereof and/or cancellation of this Agreement, but shall remain a valid and binding obligation enforceable in accordance with the terms and provisions hereof. The Company waives all right to require the Secured Party to proceed against any other ~~person~~ Person or to apply any ~~Intellectual Property~~ Collateral which the Secured Party may hold at any time~~, or to marshal assets~~, or to pursue any other remedy. The Company waives any defense arising by reason of the application of the statute of limitations to any obligation secured hereby.

Appears in 2 contracts

Samples: Security Agreement (Ilustrato Pictures International Inc.), Security Agreement (Tribal Rides International Corp.)

Security Interest Absolute. All rights of ~~the~~ each Secured Party and all Obligations of the ~~Company~~ Debtor hereunder, shall be absolute and unconditional, irrespective of: (a) any lack of validity or enforceability of this Agreement, the ~~Notes, the Warrants~~ Debentures or any agreement entered into in connection with the foregoing, or any portion hereof or thereof; (b) any change in the time, manner or place of payment or performance of, or in any other term of, all or any of the Obligations, or any other amendment or waiver of or any consent to any departure from the ~~Notes, the Warrants~~ Debentures or any other agreement entered into in connection with the foregoing; (c) any exchange, release or nonperfection of any of the ~~Intellectual Property~~Collateral, or any release or amendment or waiver of or consent to departure from any other ~~Intellectual Property~~ collateral for, or any guaranty, or any other security, for all or any of the Obligations; (d) any action by the Majority Secured Party to obtain, adjust, settle and cancel in its sole discretion any insurance claims or matters made or arising in connection with the ~~Intellectual Property~~Collateral; or (e) any other circumstance which might otherwise constitute any legal or equitable defense available to ~~the Company~~a Debtor, or a discharge of all or any part of the Security Interest granted hereby. Until the Obligations shall have been paid and performed in full, the rights of ~~the~~ each Secured Party shall continue even if the Obligations are barred for any reason, including, without limitation, the running of the statute of limitations or bankruptcy. The ~~Company~~ Debtor expressly waives presentment, protest, notice of protest, demand, notice of nonpayment and demand for performance. In the event that at any time any transfer of any ~~Intellectual Property~~ Collateral or any payment received by ~~the~~ any Secured Party hereunder shall be deemed by final order of a court of competent jurisdiction to have been a voidable preference or fraudulent conveyance under the bankruptcy or insolvency laws of the United States, or shall be deemed to be otherwise due to any party other than ~~the~~ any Secured Party, then, in any such event, the ~~Company~~Debtor's obligations hereunder shall survive cancellation of this Agreement, and shall not be discharged or satisfied by any prior payment thereof and/or cancellation of this Agreement, but shall remain a valid and binding obligation enforceable in accordance with the terms and provisions hereof. The ~~Company~~ Debtor waives all right to require ~~the~~ a Secured Party to proceed against any other person or to apply any ~~Intellectual Property~~ Collateral which ~~the~~ such Secured Party may hold at any time, or to marshal assets, or to pursue any other remedy. The ~~Company~~ Debtor waives any defense arising by reason of the application of the statute of limitations to any obligation secured hereby.

Appears in 2 contracts

Samples: Pledge and Security Agreement (Maverick Oil & Gas, Inc.), Form of Security Agreement (Maverick Oil & Gas, Inc.)

Security Interest Absolute. All rights of the Secured ~~Party~~ Parties and all ~~Obligations~~ obligations of the ~~Company~~ Debtors hereunder, shall be absolute and unconditional, irrespective of: (a) any lack of validity or enforceability of this Security Agreement, the ~~Notes, the Warrants~~ Debentures or any agreement entered into in connection with the foregoing, or any portion hereof or thereof; (b) any change in the time, manner or place of payment or performance of, or in any other term of, all or any of the Obligations, or any other amendment or waiver of or any consent to any departure from the ~~Notes, the Warrants~~ Debentures or any other agreement entered into in connection with the foregoing; (c) any exchange, release or nonperfection of any of the ~~Intellectual Property~~Collateral, or any release or amendment or waiver of or consent to departure from any other ~~Intellectual Property~~ collateral for, or any guaranty, or any other security, for all or any of the Obligations; (d) any action by the Secured ~~Party~~ Parties to obtain, adjust, settle and cancel in its sole discretion any insurance claims or matters made or arising in connection with the ~~Intellectual Property~~Collateral; or (e) any other circumstance which might otherwise constitute any legal or equitable defense available to ~~the Company~~a Debtor, or a discharge of all or any part of the Security Interest granted hereby. Until the Obligations shall have been paid and performed in full, the rights of the Secured ~~Party~~ Parties shall continue even if the Obligations are barred for any reason, including, without limitation, the running of the statute of limitations or bankruptcy. ~~The Company~~ Each Debtor expressly waives presentment, protest, notice of protest, demand, notice of nonpayment and demand for performance. In the event that at any time any transfer of any ~~Intellectual Property~~ Collateral or any payment received by the Secured ~~Party~~ Parties hereunder shall be deemed by final order of a court of competent jurisdiction to have been a voidable preference or fraudulent conveyance under the bankruptcy or insolvency laws of the United States, or shall be deemed to be otherwise due to any party other than the Secured ~~Party~~Parties, then, in any such event, ~~the Company~~each Debtor's obligations hereunder shall survive cancellation of this Security Agreement, and shall not be discharged or satisfied by any prior payment thereof and/or cancellation of this Security Agreement, but shall remain a valid and binding obligation enforceable in accordance with the terms and provisions hereof. ~~The Company~~ Each Debtor waives all right to require the Secured ~~Party~~ Parties to proceed against any other person or entity or to apply any ~~Intellectual Property~~ Collateral which the Secured ~~Party~~ Parties may hold at any time, or to marshal assets, or to pursue any other remedy. ~~The Company~~ Each Debtor waives any defense arising by reason of the application of the statute of limitations to any obligation secured hereby.

Appears in 2 contracts

Samples: Security Agreement (Practicexpert Inc), Security Agreement (Practicexpert Inc)

Security Interest Absolute. ~~All rights~~ Pledgor agrees that the obligations of ~~the Secured Party and all Obligations of the Company hereunder,~~ Pledgor hereunder shall be absolute and ~~unconditional~~unconditional and, ~~irrespective of~~without limiting the generality of the foregoing, shall not be released, discharged, or otherwise impaired by, and Pledgor waives any defenses to this Agreement which Pledgor has which relate to: (a) any ~~lack~~ invalidity or unenforceability of ~~validity or enforceability of this Agreement,~~ the ~~Notes, the Warrants~~ Secured Obligations or any ~~agreement entered into in connection with the foregoing, or any portion hereof or thereof~~Transaction Document; (b) any ~~change in the time~~claim, ~~manner or place of payment or performance of~~counterclaim, setoff, or in other right which any ~~other term of, all~~ Pledgor or ~~any of the Obligations, or any other amendment or waiver of or any consent to any departure from the Notes, the Warrants or any other agreement entered into~~ Company may have in connection with the ~~foregoing~~Transaction Documents or otherwise (provided that nothing herein shall prevent the assertion of any such claim by separate suit or compulsory counterclaim); (c) any ~~exchange~~increase, ~~release~~ release, or ~~nonperfection of any of the Intellectual Property~~other modification of, or any ~~release~~ transfer of, the Secured Obligations or ~~amendment or waiver of or consent to departure from any other Intellectual Property for, or any guaranty, or any other security, for all or any of~~ the ~~Obligations~~Transaction Documents; (d) any ~~action by~~ grant, impairment, or release of any security or guaranty or other support for the Secured ~~Party to obtain, adjust, settle and cancel in its sole discretion any insurance claims or matters made or arising in connection with the Intellectual Property~~Obligations; or (e) any ~~other circumstance which might otherwise constitute~~ change in the existence, structure, or ownership of, or any ~~legal~~ insolvency, bankruptcy, liquidation, dissolution, or ~~equitable defense available to the~~ resulting release of, any Pledgor or Company, or ~~a discharge of all~~ any Person liable for the payment or ~~any part of the Security Interest granted hereby. Until the Obligations shall have been paid and performed in full, the rights~~ performance of the Secured ~~Party shall continue even if~~ Obligations; (f) the ~~Obligations are barred for~~ failure to give notice of any ~~reason, including, without limitation, the running~~ of the ~~statute of limitations or bankruptcy. The Company expressly waives presentment, protest~~foregoing, notice of ~~protest~~any breach or default, ~~demand~~however denominated, under the Transaction Documents, or notice of ~~nonpayment and~~ nonpayment, demand for ~~performance. In~~ payment, intent to terminate, termination, or bringing of action to enforce payment or performance of the ~~event that at~~ Secured Obligations or any ~~time any transfer~~ other notice of any ~~Intellectual Property~~ kind relating to the Secured Obligations; or (g) any other action taken or omitted which affects the Secured Obligations. This Agreement shall continue to be effective or be reinstated, as the case may be, if any payment ~~received by~~ on the Secured ~~Party hereunder shall~~ Obligations must be ~~deemed by final order~~ refunded for any reason including any bankruptcy proceeding. It is the intention of a court of competent jurisdiction to have been a voidable preference or fraudulent conveyance under the bankruptcy or insolvency laws of the United States, or shall be deemed to be otherwise due to any party other than the Secured Party, then, in any such event, the Company's Pledgor that Pledgor’s obligations hereunder ~~shall survive cancellation of this Agreement, and~~ shall not be discharged ~~or satisfied~~ except by ~~any prior~~ final payment ~~thereof and/or cancellation~~ of ~~this Agreement, but shall remain a valid and binding obligation enforceable in accordance with the terms and provisions hereof. The Company waives all right to require~~ the Secured Party to proceed against any other person or to apply any Intellectual Property which the Secured Party may hold at any time, or to marshal assets, or to pursue any other remedy. The Company waives any defense arising by reason of the application of the statute of limitations to any obligation secured herebyObligations.

Appears in 2 contracts

Samples: Pledge Agreement (Aspirity Holdings LLC), Pledge Agreement (Aspirity Holdings LLC)

Security Interest Absolute. All rights of the Secured Party and all ~~Obligations~~ Indebtedness of the Company hereunder, shall be absolute and unconditional, irrespective of: (a) any lack of validity or enforceability of this Agreement, the ~~Notes, the Warrants~~ Note or any agreement entered into in connection with the foregoing, or any portion hereof or thereof; (b) any change in the time, manner or place of payment or performance of, or in any other term of, all or any of the ~~Obligations~~Indebtedness, or any other amendment or waiver of or any consent to any departure from the ~~Notes, the Warrants~~ Note or any other agreement entered into in connection with the foregoing; (c) any exchange, release or nonperfection of any of the ~~Intellectual Property~~Collateral, or any release or amendment or waiver of or consent to departure from any other ~~Intellectual Property~~ collateral for, or any guaranty, or any other security, for all or any of the ~~Obligations~~Indebtedness; (d) any action by the Secured Party to obtain, adjust, settle and cancel in ~~its~~ his sole discretion any insurance claims or matters made or arising in connection with the ~~Intellectual Property~~Collateral; or (e) any other circumstance which might otherwise constitute any legal or equitable defense available to the Company, or a discharge of all or any part of the Security Interest granted hereby. Until the ~~Obligations~~ Indebtedness shall have been paid and performed in full, the rights of the Secured Party shall continue even if the ~~Obligations are~~ Indebtedness is barred for any reason, including, without limitation, the running of the statute of limitations or bankruptcy. The Company expressly waives presentment, protest, notice of protest, demand, notice of nonpayment and demand for performance. In the event that at any time any transfer of any ~~Intellectual Property~~ Collateral or any payment received by the Secured Party hereunder shall be deemed by final order of a court of competent jurisdiction to have been a voidable preference or fraudulent conveyance under the bankruptcy or insolvency laws of the United States, or shall be deemed to be otherwise due to any party other than the Secured Party, then, in any such event, the Company's ’s obligations hereunder shall survive cancellation of this Agreement, and shall not be discharged or satisfied by any prior payment thereof and/or cancellation of this Agreement, but shall remain a valid and binding obligation enforceable in accordance with the terms and provisions hereof. The Company waives all right to require the Secured Party to proceed against any other person or to apply any ~~Intellectual Property~~ Collateral which the Secured Party may hold at any time, or to marshal assets, or to pursue any other remedy. The Company waives any defense arising by reason of the application of the statute of limitations to any obligation secured hereby.

Appears in 2 contracts

Samples: Collateral Assignment and Security Agreement (Immediatek Inc), Collateral Assignment and General Security Agreement (Immediatek Inc)

Security Interest Absolute. All rights of the Secured ~~Party~~ Parties and all Obligations of the Company hereunder, shall be absolute and unconditional, irrespective of: (a) any lack of validity or enforceability of this Agreement, ~~the Notes, the Warrants~~ any Note or any agreement entered into in connection with the foregoing, or any portion hereof or thereof; (b) any change in the time, manner or place of payment or performance of, or in any other term of, all or any of the Obligations, or any other amendment or waiver of or any consent to any departure from the ~~Notes, the Warrants~~ Notes or any other agreement entered into in connection with the foregoing; (c) any exchange, release or nonperfection of any of the ~~Intellectual Property~~Collateral, or any release or amendment or waiver of or consent to departure from any other ~~Intellectual Property~~ collateral for, or any guaranty, or any other security, for all or any of the Obligations; (d) any action by the Secured ~~Party~~ Parties to obtain, adjust, settle and cancel in its sole discretion any insurance claims or matters made or arising in connection with the ~~Intellectual Property~~Collateral; or (e) any other circumstance which might otherwise constitute any legal or equitable defense available to the Company, or a discharge of all or any part of the Security Interest granted hereby. Until the Obligations shall have been paid and performed in full, the rights of the Secured ~~Party~~ Parties shall continue even if the Obligations are barred for any reason, including, without limitation, the running of the statute of limitations or bankruptcy. The Company expressly waives presentment, protest, notice of protest, demand, notice of nonpayment and demand for performance. In the event that at any time any transfer of any ~~Intellectual Property~~ Collateral or any payment received by the Secured ~~Party~~ Parties hereunder shall be deemed by final order of a court of competent jurisdiction to have been a voidable preference or fraudulent conveyance under the bankruptcy or insolvency laws of the United States, or shall be deemed to be otherwise due to any party other than the Secured ~~Party~~Parties, then, in any such event, the Company's obligations hereunder shall survive cancellation of this Agreement, and shall not be discharged or satisfied by any prior payment thereof and/or cancellation of this Agreement, but shall remain a valid and binding obligation enforceable in accordance with the terms and provisions hereof. The Company waives all right to require ~~the~~ any Secured Party to proceed against any other person or to apply any ~~Intellectual Property~~ Collateral which the Secured ~~Party~~ Parties may hold at any time, or to marshal assets, or to pursue any other remedy. The Company waives any defense arising by reason of the application of the statute of limitations to any obligation secured hereby.

Appears in 2 contracts

Samples: Security Agreement (Worldgate Communications Inc), Intellectual Property Security Agreement (Worldgate Communications Inc)

Security Interest Absolute. All rights of the ~~Secured Party~~ Lender and all Obligations of the ~~Company~~ Borrower hereunder, shall be absolute and unconditional, irrespective of: (a) any lack of validity or enforceability of ~~this Agreement, the Notes, the Warrants or~~ any ~~agreement entered into in connection with the foregoing~~Loan Document, or any portion hereof or thereof; (b) any change in the time, manner or place of payment or performance of, or in any other term of, all or any of the Obligations, or any other amendment or waiver of or any consent to any departure from the ~~Notes, the Warrants~~ Secured Promissory Note or any other ~~agreement entered into in connection with the foregoing~~Loan Document; (c) any exchange, release or nonperfection of any of the ~~Intellectual Property~~Collateral, or any release or amendment or waiver of or consent to departure from any other ~~Intellectual Property~~ collateral for, or any guaranty, or any other security, for all or any of the Obligations; (d) any action by the ~~Secured Party~~ Lender to obtain, adjust, settle and cancel in its sole discretion any insurance claims or matters made or arising in connection with the ~~Intellectual Property~~Collateral; or (e) any other circumstance which might otherwise constitute any legal or equitable defense available to the ~~Company~~Borrower, or a discharge of all or any part of the Security Interest granted hereby. Until the Obligations shall have been paid and performed in full, the rights of the Secured Party shall continue even if the Obligations are barred for any reason, including, without limitation, the running of the statute of limitations or bankruptcy. The ~~Company~~ Borrower expressly waives presentment, protest, notice of protest, demand, notice of nonpayment and demand for performance. In the event that at any time any transfer of any ~~Intellectual Property~~ Collateral or any payment received by the ~~Secured Party~~ Lender hereunder shall be deemed by final order of a court of competent jurisdiction to have been a voidable preference or fraudulent conveyance under the bankruptcy or insolvency laws of the United States, or shall be deemed to be otherwise due to any party other than the ~~Secured Party~~Lender, then, in any such event, the ~~Company's~~ Borrower’s obligations hereunder shall survive cancellation of this Agreement, and shall not be discharged or satisfied by any prior payment thereof and/or cancellation of this Agreement, but shall remain a valid and binding obligation enforceable in accordance with the terms and provisions hereof. The ~~Company~~ Borrower waives all right to require the ~~Secured Party~~ Lender to proceed against any other person or to apply any ~~Intellectual Property~~ Collateral which the ~~Secured Party~~ Lender may hold at any time, or to marshal assets, or to pursue any other remedy. The ~~Company~~ Borrower waives any defense arising by reason of the application of the statute of limitations to any obligation secured hereby.

Appears in 2 contracts

Samples: Loan and Security Agreement (Ligand Pharmaceuticals Inc), Loan and Security Agreement (Viking Therapeutics, Inc.)

Security Interest Absolute. All rights of the Secured ~~Party~~ Parties and all ~~Obligations~~ obligations of the ~~Company~~ Debtors hereunder, shall be absolute and unconditional, irrespective of: (a) any lack of validity or enforceability of this Agreement, the ~~Notes, the Warrants~~ Senior Notes or any agreement entered into in connection with the foregoing, or any portion hereof or thereof; (b) any change in the time, manner or place of payment or performance of, or in any other term of, all or any of the Obligations, or any other amendment or waiver of or any consent to any departure from the ~~Notes, the Warrants~~ Senior Notes or any other agreement entered into in connection with the foregoing; (c) any exchange, release or nonperfection of any of the ~~Intellectual Property~~Collateral, or any release or amendment or waiver of or consent to departure from any other ~~Intellectual Property~~ collateral for, or any guaranty, or any other security, for all or any of the Obligations; (d) any action by the Secured ~~Party~~ Parties to obtain, adjust, settle and cancel in its sole discretion any insurance claims or matters made or arising in connection with the ~~Intellectual Property~~Collateral; or (e) any other circumstance which might otherwise constitute any legal or equitable defense available to ~~the Company~~a Debtor, or a discharge of all or any part of the Security Interest granted hereby. Until the Obligations shall have been paid and performed in full, the rights of the Secured ~~Party~~ Parties as creditors of the Company under the Senior Notes shall continue under the Senior Notes even if the ~~Obligations are~~ security interest represented herein is barred or avoided for any reason, including, without limitation, the running of the statute of limitations or bankruptcy. ~~The Company~~ Each Debtor expressly waives presentment, protest, notice of protest, demand, notice of nonpayment and demand for performance. In the event that at any time any transfer of any ~~Intellectual Property~~ Collateral or any payment received by the Secured ~~Party~~ Parties hereunder shall be deemed by final order of a court of competent jurisdiction to have been a voidable preference or fraudulent conveyance under the bankruptcy or insolvency laws of the United States, or shall be deemed to be otherwise due to any party other than the Secured ~~Party~~Parties, then, in any such event, ~~the Company's~~ each Debtor’s obligations hereunder shall survive cancellation of this Agreement, and shall not be discharged or satisfied by any prior payment thereof and/or cancellation of this Agreement, but shall remain a valid and binding obligation enforceable in accordance with the terms and provisions hereof. ~~The Company~~ Each Debtor waives all right to require the Secured ~~Party~~ Parties to proceed against any other person or entity or to apply any ~~Intellectual Property~~ Collateral which the Secured ~~Party~~ Parties may hold at any time, or to marshal assets, or to pursue any other remedy. ~~The Company~~ Each Debtor waives any defense arising by reason of the application of the statute of limitations to any obligation secured hereby.

Appears in 2 contracts

Samples: Security Agreement (Synova Healthcare Group Inc), Security Agreement (Synova Healthcare Group Inc)

Security Interest Absolute. All rights of the Collateral Agent and the Secured ~~Party~~ Parties and all ~~Obligations~~ obligations of the ~~Company~~ Debtors hereunder, shall be absolute and unconditional, irrespective of: (a) any lack of validity or enforceability of this Agreement, the ~~Notes, the Warrants~~ Debentures or any agreement entered into in connection with the foregoing, or any portion hereof or thereof; (b) any change in the time, manner or place of payment or performance of, or in any other term of, all or any of the Obligations, or any other amendment or waiver of or any consent to any departure from the ~~Notes, the Warrants~~ Debentures or any other agreement entered into in connection with the foregoing; (c) any exchange, release or nonperfection of any of the ~~Intellectual Property~~Collateral, or any release or amendment or waiver of or consent to departure from any other ~~Intellectual Property~~ collateral for, or any guaranty, or any other security, for all or any of the Obligations; (d) any action by any of the Secured ~~Party~~ Parties to obtain, adjust, settle and cancel in its sole discretion any insurance claims or matters made or arising in connection with the ~~Intellectual Property~~Collateral; or (e) any other circumstance which might otherwise constitute any legal or equitable defense available to ~~the Company~~a Debtor, or a discharge of all or any part of the Security Interest granted hereby. Until the Obligations shall have been paid and performed in full, the rights of the Secured ~~Party~~ Parties shall continue even if the Obligations are barred for any reason, including, without limitation, the running of the statute of limitations or bankruptcy. ~~The Company~~ Each Debtor expressly waives presentment, protest, notice of protest, demand, notice of nonpayment and demand for performance. In the event that at any time any transfer of any ~~Intellectual Property~~ Collateral or any payment received by the Collateral Agent for the benefit of any Secured Party hereunder shall be deemed by final order of a court of competent jurisdiction to have been a voidable preference or fraudulent conveyance under the bankruptcy or insolvency laws of the United States, or shall be deemed to be otherwise due to any party other than the Secured ~~Party~~Parties, then, in any such event, ~~the Company's~~ each Debtor’s obligations hereunder shall survive cancellation of this Agreement, and shall not be discharged or satisfied by any prior payment thereof and/or cancellation of this Agreement, but shall remain a valid and binding obligation enforceable in accordance with the terms and provisions hereof. ~~The Company~~ Each Debtor waives all right to require ~~the~~ any Secured Party to proceed against any other person or entity or to apply any ~~Intellectual Property~~ Collateral which the Collateral Agent or any Secured ~~Party~~ Parties may hold at any time, or to marshal assets, or to pursue any other remedy. ~~The Company~~ Each Debtor waives any defense arising by reason of the application of the statute of limitations to any obligation secured hereby.

Appears in 2 contracts

Samples: Security Agreement (Applied Digital Solutions Inc), Security Agreement (Digital Angel Corp)

Security Interest Absolute. All rights of the Secured Party and the security interests granted to the Secured Party hereunder, and all ~~Obligations~~ obligations of the ~~Company~~ Grantor hereunder, shall be absolute and unconditional, irrespective of: (ai) any lack of validity or enforceability of ~~this~~ any Loan Document; or (ii) the failure or delay of the Secured Party to assert any claim or demand or to enforce any right or remedy against the Grantor or any other Person under the provisions of the Loan Agreement, ~~the Notes, the Warrants~~ any other Loan Document or otherwise to exercise any ~~agreement entered into in connection with the foregoing~~right or remedy against any guarantor of, or collateral securing, any ~~portion hereof~~ of the Secured Obligations; or ~~thereof;~~ (biii) any change in the time, manner or place of payment ~~or performance~~ of, or in any other term of, all or any of the Secured Obligations or any other extension, compromise or renewal of any of the Secured Obligations; or (iv) any reduction, limitation, impairment or termination of any of the Secured Obligations for any reason, including any claim of waiver, release, surrender, alteration or compromise, and shall not be subject to (and Grantor hereby waives any right to or claim of) any defense or setoff, counterclaim, recoupment or termination whatsoever by reason of the invalidity, illegality, nongenuineness, irregularity, compromise, unenforceability of, or any other event or occurrence affecting, any of the Secured Obligations; or (v) any amendment to, rescission, waiver, or ~~waiver of~~ other modification of, or any consent to departure from, any ~~departure from~~ of the ~~Notes,~~ terms of the ~~Warrants~~ Loan Agreement or any other ~~agreement entered into in connection with the foregoing; (c)~~ Loan Document, any addition, exchange, ~~release~~ release, surrender or nonperfection of any of collateral (including the ~~Intellectual Property~~Collateral), or any ~~release or~~ amendment to or waiver or release of or addition to or consent to departure from any ~~other Intellectual Property for, or any~~ guaranty, ~~or any other security,~~ for ~~all or~~ any of the Secured Obligations~~; (d) any action by the Secured Party to obtain, adjust, settle and cancel in its sole discretion any insurance claims or matters made or arising in connection with the Intellectual Property~~; or (evi) any other ~~circumstance~~ circumstances which might otherwise constitute ~~any~~ a defense available to, or a legal or equitable ~~defense available to the Company~~discharge of, ~~or a discharge of all~~ Grantor, any surety or any part of the Security Interest granted hereby. Until the Obligations shall have been paid and performed in full, the rights of the Secured Party shall continue even if the Obligations are barred for any reason, including, without limitation, the running of the statute of limitations guarantor; or bankruptcy. The Company expressly waives presentment, protest, notice of protest, demand, notice of nonpayment and demand for performance. In the event that at any time any transfer of any Intellectual Property or any payment received by the Secured Party hereunder shall be deemed by final order of a court of competent jurisdiction to have been a voidable preference or fraudulent conveyance under the bankruptcy or insolvency laws of the United States, or shall be deemed to be otherwise due to any party other than the Secured Party, then, in any such event, the Company's obligations hereunder shall survive cancellation of this Agreement, and shall not be discharged or satisfied by any prior payment thereof and/or cancellation of this Agreement, but shall remain a valid and binding obligation enforceable in accordance with the terms and provisions hereof. The Company waives all right to require the Secured Party to proceed against any other person or to apply any Intellectual Property which the Secured Party may hold at any time, or to marshal assets, or to pursue any other remedy. The Company waives any defense arising by reason of the application of the statute of limitations to any obligation secured hereby(vii).

Appears in 2 contracts

Samples: Security Agreement and Assignment, Security Agreement and Assignment (Global Energy, Inc.)

Security Interest Absolute. All rights of the Secured Party and all Obligations of the Company hereunder, shall be absolute and unconditional, irrespective of: (ai) any lack of validity or enforceability of this Agreement, the ~~Notes, the Warrants~~ Note or any agreement entered into in connection with the foregoing, or any portion hereof or thereof; (bii) any change in the time, manner or place of payment or performance of, or in any other term of, all or any of the Obligations, or any other amendment or waiver of or any consent to any departure from the ~~Notes~~terms and provisions of the Note, ~~the Warrants~~ or any other agreement entered into in connection with the foregoing; (ciii) any exchange, release or ~~nonperfection~~ non-perfection of any of the ~~Intellectual Property~~Collateral, or any release or amendment or waiver of or consent to departure from any other ~~Intellectual Property~~ collateral for, or any guaranty, or any other security, for all or any of the Obligations; (div) any action by the Secured Party to obtain, adjust, settle and cancel in its sole discretion any insurance claims or matters made or arising in connection with the ~~Intellectual Property~~Collateral; or (ev) any other circumstance which might otherwise constitute any legal or equitable defense available to the Company, or a discharge of all or any part of the ~~Security Interest~~ security interests granted hereby. Until the Obligations shall have been paid and performed in full, or until the Secured Party’s rights hereunder are specifically released in writing by Secured Party, the rights of the Secured Party shall continue even if the Obligations are barred for any reason, including, ~~without limitation,~~ the running of the statute of limitations or bankruptcy~~. The Company expressly waives presentment, protest, notice of protest, demand, notice of nonpayment and demand for performance~~. In the event that at any time any transfer of any ~~Intellectual Property~~ Collateral or any payment received by the Secured Party hereunder shall be deemed by final order of a court of competent jurisdiction to have been a voidable preference or fraudulent conveyance under the Bankruptcy Code or any other similar insolvency or bankruptcy ~~or insolvency~~ laws of ~~the United States~~any jurisdiction, or shall be deemed to be otherwise due to any party other than the Secured Party, then, in any such event, the Company's ’s obligations hereunder shall survive cancellation of this Agreement, and shall not be discharged or satisfied by any prior payment thereof and/or cancellation of this Agreement, but shall remain a valid and binding obligation enforceable in accordance with the terms and provisions hereof. The Company waives all right to require the Secured Party to proceed against any other person or entity, or to apply any ~~Intellectual Property~~ Collateral which the Secured Party may hold at any time~~, or to marshal assets~~, or to pursue any other remedy. The Company waives any defense arising by reason of the application of the statute of limitations to any obligation secured hereby.

Appears in 2 contracts

Samples: Security Agreement (MusclePharm Corp), Security Agreement (Progressive Care Inc.)

Security Interest Absolute. All rights of the Secured ~~Party~~ Parties and all ~~Obligations~~ obligations of the ~~Company~~ Debtor hereunder, shall be absolute and unconditional, irrespective of: (a) any lack of validity or enforceability of this Agreement, the ~~Notes, the Warrants~~ Debentures or any agreement entered into in connection with the foregoing, or any portion hereof or thereof; (b) any change in the time, manner or place of payment or performance of, or in any other term of, all or any of the Obligations, or any other amendment or waiver of or any consent to any departure from the ~~Notes, the Warrants~~ Debentures or any other agreement entered into in connection with the foregoing; (c) any exchange, release or nonperfection of any of the ~~Intellectual Property~~Collateral, or any release or amendment or waiver of or consent to departure from any other ~~Intellectual Property~~ collateral for, or any guaranty, or any other security, for all or any of the Obligations; (d) any action by the Secured ~~Party~~ Parties to obtain, adjust, settle and cancel in its sole discretion any insurance claims or matters made or arising in connection with the ~~Intellectual Property~~Collateral; or (e) any other circumstance which might otherwise constitute any legal or equitable defense available to ~~the Company~~a Debtor, or a discharge of all or any part of the Security Interest granted hereby. Until the Obligations shall have been paid and performed in full, the rights of the Secured ~~Party~~ Parties shall continue even if the Obligations are barred for any reason, including, without limitation, the running of the statute of limitations or bankruptcy. The ~~Company~~ Debtor expressly waives presentment, protest, notice of protest, demand, notice of nonpayment and demand for performance. In the event that at any time any transfer of any ~~Intellectual Property~~ Collateral or any payment received by the Secured ~~Party~~ Parties hereunder shall be deemed by final order of a court of competent jurisdiction to have been a voidable preference or fraudulent conveyance under the bankruptcy or insolvency laws of the United States, or shall be deemed to be otherwise due to any party other than the Secured ~~Party~~Parties, then, in any such event, the ~~Company's~~ Debtor’s obligations hereunder shall survive cancellation of this Agreement, and shall not be discharged or satisfied by any prior payment thereof and/or cancellation of this Agreement, but shall remain a valid and binding obligation enforceable in accordance with the terms and provisions hereof. The ~~Company~~ Debtor waives all right to require the Secured ~~Party~~ Parties to proceed against any other person or entity or to apply any ~~Intellectual Property~~ Collateral which the Secured ~~Party~~ Parties may hold at any time, or to marshal assets, or to pursue any other remedy. The ~~Company~~ Debtor waives any defense arising by reason of the application of the statute of limitations to any obligation secured hereby.

Appears in 2 contracts

Samples: Security Agreement (Net TALK.COM, Inc.), Security Agreement (Net TALK.COM, Inc.)

Security Interest Absolute. All rights of the Secured Party and all Obligations of the Company hereunder, shall be absolute and unconditional, irrespective of: (a) any lack of validity or enforceability of this Agreement, the ~~Notes~~Note , the ~~Warrants~~ Purchase Agreement or any agreement entered into in connection with the foregoing, or any portion hereof or thereof; (b) any change in the time, manner or place of payment or performance of, or in any other term of, all or any of the Obligations, or any other amendment or waiver of or any consent to any departure from the ~~Notes~~Note, the ~~Warrants~~ Purchase Agreement or any other agreement entered into in connection with the foregoing; (c) any exchange, release or nonperfection of any of the ~~Intellectual Property~~Collateral, or any release or amendment or waiver of or consent to departure from any other ~~Intellectual Property~~ collateral for, or any guaranty, or any other security, for all or any of the Obligations; (d) any action by the Secured Party to obtain, adjust, settle and cancel in its sole discretion any insurance claims or matters made or arising in connection with the ~~Intellectual Property~~Collateral; or (e) any other circumstance which might otherwise constitute any legal or equitable defense available to the Company, or a discharge of all or any part of the Security Interest granted hereby. Until the Obligations shall have been paid and performed in full, the rights of the Secured Party shall continue even if the Obligations are barred for any reason, including, without limitation, the running of the statute of limitations or bankruptcy. The Company expressly waives presentment, protest, notice of protest, demand, notice of nonpayment and demand for performance. In the event that at any time any transfer of any ~~Intellectual Property~~ Collateral or any payment received by the Secured Party hereunder shall be deemed by final order of a court of competent jurisdiction to have been a voidable preference or fraudulent conveyance under the bankruptcy or insolvency laws of the United States, or shall be deemed to be otherwise due to any party other than the Secured Party, then, in any such event, the Company's ’s obligations hereunder shall survive cancellation of this Agreement, and shall not be discharged or satisfied by any prior payment thereof and/or cancellation of this Agreement, but shall remain a valid and binding obligation enforceable in accordance with the terms and provisions hereof. The Company waives all right to require the Secured Party to proceed against any other person or to apply any ~~Intellectual Property~~ Collateral which the Secured Party may hold at any time, or to marshal assets, or to pursue any other remedy. The Company waives any defense arising by reason of the application of the statute of limitations to any obligation secured hereby.

Appears in 2 contracts

Samples: Security Agreement (Thinspace Technology, Inc.), Security Agreement (Thinspace Technology, Inc.)

Security Interest Absolute. All rights of the Secured Party and all Obligations of the ~~Company~~ Debtors hereunder, shall be absolute and unconditional, irrespective of: (a) any lack of validity or enforceability of this Agreement, the Notes, the Warrants or any agreement entered into in connection with the foregoing, or any portion hereof or thereof; (b) any change in the time, manner or place of payment or performance of, or in any other term of, all or any of the Obligations, or any other amendment or waiver of or any consent to any departure from the Notes, the Warrants or any other agreement entered into in connection with the foregoing; (c) any exchange, release or nonperfection of any of the ~~Intellectual Property~~Collateral, or any release or amendment or waiver of or consent to departure from any other ~~Intellectual Property~~ collateral for, or any guaranty, or any other security, for all or any of the Obligations; (d) any action by the Secured Party to obtain, adjust, settle and cancel in its sole discretion any insurance claims or matters made or arising in connection with the ~~Intellectual Property~~Collateral; or (e) any other circumstance which might otherwise constitute any legal or equitable defense available to the ~~Company~~Debtors, or a discharge of all or any part of the Security Interest granted hereby. Until the Obligations shall have been paid and performed in full, the rights of the Secured Party shall continue even if the Obligations are barred for any reason, including, without limitation, the running of the statute of limitations or bankruptcy. The ~~Company~~ Debtors expressly ~~waives~~ waive presentment, protest, notice of protest, demand, notice of nonpayment and demand for performance. In the event that at any time any transfer of any ~~Intellectual Property~~ Collateral or any payment received by the Secured Party hereunder shall be deemed by final order of a court of competent jurisdiction to have been a voidable preference or fraudulent conveyance under the bankruptcy or insolvency laws of the United States, or shall be deemed to be otherwise due to any party other than the Secured Party, then, in any such event, the ~~Company's~~ Debtors’ obligations hereunder shall survive cancellation of this Agreement, and shall not be discharged or satisfied by any prior payment thereof and/or cancellation of this Agreement, but shall remain a valid and binding obligation enforceable in accordance with the terms and provisions hereof. The ~~Company waives~~ Debtors waive all right to require the Secured Party to proceed against any other person or to apply any ~~Intellectual Property~~ Collateral which the Secured Party may hold at any time, or to marshal assets, or to pursue any other remedy. The ~~Company waives~~ Debtors waive any defense arising by reason of the application of the statute of limitations to any obligation secured hereby.

Appears in 2 contracts

Samples: Security Agreement (EconoShare, Inc.), Security Agreement (EconoShare, Inc.)

Security Interest Absolute. Each Pledgor hereby waives demand, notice, protest, notice of acceptance of this Agreement, notice of loans made, credit extended, Collateral received or delivered or other action taken in reliance hereon and all other demands and notices of any description. All rights of the Secured Party and liens and security interests hereunder, and all Secured Obligations of ~~the Company~~ each Pledgor hereunder, shall be absolute and ~~unconditional,~~ unconditional irrespective of: (a) any illegality or lack of validity or enforceability of ~~this Agreement, the Notes, the Warrants~~ any Secured Obligation or any related agreement ~~entered into in connection with the foregoing,~~ or ~~any portion hereof or thereof~~instrument; (b) any change in the time, place or manner ~~or place~~ of payment ~~or performance~~ of, or in any other term of, ~~all or any of~~ the Secured Obligations, or any ~~other~~ rescission, waiver, amendment or ~~waiver~~ other modification of ~~or any consent to any departure from~~ the ~~Notes~~Purchase Agreement, ~~the Warrants~~ this Agreement or any other ~~agreement entered into~~ agreement, including any increase in ~~connection with~~ the ~~foregoing~~Secured Obligations resulting from any extension of additional credit or otherwise; (c) any taking, exchange, ~~release~~ substitution, release, impairment or ~~nonperfection~~ non-perfection of any ~~of the Intellectual Property~~Collateral or any other collateral, or any ~~release~~ taking, release, impairment, amendment, waiver or ~~amendment or waiver~~ other modification of ~~or consent to departure from any other Intellectual Property for, or~~ any guaranty~~, or any other security~~, for all or any of the Secured Obligations; (d) any ~~action by~~ manner of sale, disposition or application of proceeds of any Collateral or any other collateral or other assets to all or part of the Secured ~~Party to obtain, adjust, settle and cancel in its sole discretion any insurance claims or matters made or arising in connection with the Intellectual Property~~Obligations; or (e) any ~~other circumstance which might otherwise constitute any legal~~ default, failure or ~~equitable defense available to~~ delay, wilful or otherwise, in the ~~Company, or a discharge of all or any part of the Security Interest granted hereby. Until the Obligations shall have been paid and performed in full, the rights~~ performance of the Secured ~~Party shall continue even if~~ Obligations; (f) any defense, set-off or counterclaim (other than a defense of payment or performance) that may at any time be available to, or be asserted by, the ~~Obligations are barred for~~ Pledgors against the Secured Party; or (g) any ~~reason,~~ other circumstance (including, without limitation, ~~the running of the~~ any statute of ~~limitations~~ limitations) or ~~bankruptcy. The Company expressly waives presentment, protest, notice~~ manner of ~~protest, demand, notice of nonpayment and demand for performance. In~~ administering the ~~event that at any time any transfer of any Intellectual Property~~ Secured Obligations or any ~~payment received~~ existence of or reliance on any representation by the Secured Party ~~hereunder shall be deemed by final order~~ that might vary the risk of a ~~court of competent jurisdiction to have been~~ Pledgor or otherwise operate as a ~~voidable preference or fraudulent conveyance under the bankruptcy or insolvency laws of the United States~~defense available to, or ~~shall be deemed to be otherwise due to any party other than the Secured Party~~a legal or equitable discharge of, ~~then, in any such event, the Company's obligations hereunder shall survive cancellation of this Agreement, and shall not be discharged~~ a Pledgor or satisfied by any prior payment thereof and/or cancellation of this Agreement, but shall remain a valid and binding obligation enforceable in accordance with the terms and provisions hereof. The Company waives all right to require the Secured Party to proceed against any other ~~person~~ grantor, guarantor or to apply any Intellectual Property which the Secured Party may hold at any time, or to marshal assets, or to pursue any other remedy. The Company waives any defense arising by reason of the application of the statute of limitations to any obligation secured herebysurety.

Appears in 2 contracts

Samples: Stock Pledge and Security Agreement, Stock Pledge and Security Agreement (Chanticleer Holdings, Inc.)

Security Interest Absolute. All rights of Collateral Agent and the ~~Secured Party~~ security interests granted to Collateral Agent hereunder, and all ~~Obligations~~ obligations of ~~the Company~~ Pledgor hereunder, shall be absolute and unconditional, irrespective ~~of:~~ of (a) any lack of validity or enforceability of ~~this Agreement~~the Credit Agreements, ~~the Notes, the Warrants~~ any Note or any ~~agreement entered into in connection with~~ other Loan Document, (b) the ~~foregoing~~failure of any Lender Party or any holder of any Note, (i) to assert any claim or demand or to enforce any right or remedy against Borrower, any other Obligor or any other Person under the provisions of the Credit Agreements, any Note, any other Loan Document or otherwise, or (ii) to exercise any ~~portion hereof~~ right or ~~thereof;~~ remedy against any other guarantor of, or collateral securing, any Obligations of Borrower or any other Obligor, (bc) any change in the time, manner or place of payment ~~or performance~~ of, or in any other term of, all or any of the ~~Obligations~~Obligations or any other extension, compromise or renewal of any Obligation of Borrower or any other Obligor, (d) any reduction, limitation, impairment or termination of any Obligations of Borrower or any other Obligor for any reason, including any claim of waiver, release, surrender, alteration or compromise, and shall not be subject to (and Pledgor hereby waives any right to or claim of) any defense or setoff, counterclaim, recoupment or termination whatsoever by reason of the invalidity, illegality, nongenuineness, irregularity, compromise, unenforceability of, or any other event or occurrence affecting, any Obligations of Borrower, any other Obligor or otherwise, (e) any amendment to, rescission, waiver, or ~~waiver of~~ other modification of, or any consent to departure from, any ~~departure from~~ of the ~~Notes~~terms of the Credit Agreements, ~~the Warrants~~ any Note or any other ~~agreement entered into in connection with the foregoing;~~ Loan Document, (cf) any addition, exchange, ~~release~~ release, surrender or ~~nonperfection~~ non-perfection of any of collateral (including the ~~Intellectual Property~~Collateral), or any ~~release or~~ amendment to or waiver or release of or addition to or consent to departure from any ~~other Intellectual Property for, or any~~ guaranty, ~~or any other security,~~ for ~~all or~~ any of the Obligations~~; (d) any action by the Secured Party to obtain~~, ~~adjust, settle and cancel in its sole discretion any insurance claims or matters made or arising in connection with the Intellectual Property;~~ or (eg) any other ~~circumstance~~ circumstances which might otherwise constitute ~~any~~ a defense available to, or a legal or equitable ~~defense available to the Company~~discharge of, ~~or a discharge of all~~ Borrower, any other Obligor, any surety or any part of the Security Interest granted hereby. Until the Obligations shall have been paid and performed in full, the rights of the Secured Party shall continue even if the Obligations are barred for any reason, including, without limitation, the running of the statute of limitations or bankruptcy. The Company expressly waives presentment, protest, notice of protest, demand, notice of nonpayment and demand for performance. In the event that at any time any transfer of any Intellectual Property or any payment received by the Secured Party hereunder shall be deemed by final order of a court of competent jurisdiction to have been a voidable preference or fraudulent conveyance under the bankruptcy or insolvency laws of the United States, or shall be deemed to be otherwise due to any party other than the Secured Party, then, in any such event, the Company's obligations hereunder shall survive cancellation of this Agreement, and shall not be discharged or satisfied by any prior payment thereof and/or cancellation of this Agreement, but shall remain a valid and binding obligation enforceable in accordance with the terms and provisions hereof. The Company waives all right to require the Secured Party to proceed against any other person or to apply any Intellectual Property which the Secured Party may hold at any time, or to marshal assets, or to pursue any other remedy. The Company waives any defense arising by reason of the application of the statute of limitations to any obligation secured herebyguarantor.

Appears in 2 contracts

Samples: Pledge Agreement (Pioneer Natural Resources Co), Pledge Agreement (Pioneer Natural Resources Co)

Security Interest Absolute. All rights of the Secured Party and all Obligations of the Company hereunder, shall be absolute and unconditional, irrespective of: (a) any lack of validity or enforceability of this Agreement, the ~~Notes~~Debentures, the Warrants or any agreement entered into in connection with the foregoing, or any portion hereof or thereof; (b) any change in the time, manner or place of payment or performance of, or in any other term of, all or any of the Obligations, or any other amendment or waiver of or any consent to any departure from the ~~Notes~~Debentures, the Warrants or any other agreement entered into in connection with the foregoing; (c) any exchange, release or nonperfection of any of the Intellectual Property, or any release or amendment or waiver of or consent to departure from any other Intellectual Property for, or any guaranty, or any other security, for all or any of the Obligations; (d) any action by the Secured Party to obtain, adjust, settle and cancel in its sole discretion any insurance claims or matters made or arising in connection with the Intellectual Property; or (e) any other circumstance which might otherwise constitute any legal or equitable defense available to the Company, or a discharge of all or any part of the Security Interest granted hereby. Until the Obligations shall have been paid and performed in full, the rights of the Secured Party shall continue even if the Obligations are barred for any reason, including, without limitation, the running of the statute of limitations or bankruptcy. The Company expressly waives presentment, ~~protest,~~ protest and notice of protest~~, demand, notice of nonpayment and demand for performance~~. In the event that at any time any transfer of any Intellectual Property or any payment received by the Secured Party hereunder shall be deemed by final order of a court of competent jurisdiction to have been a voidable preference or fraudulent conveyance under the bankruptcy or insolvency laws of the United States, or shall be deemed to be otherwise due to any party other than the Secured Party, then, in any such event, the Company's obligations hereunder shall survive cancellation of this Agreement, and shall not be discharged or satisfied by any prior payment thereof and/or cancellation of this Agreement, but shall remain a valid and binding obligation enforceable in accordance with the terms and provisions hereof. The Company waives all right to require the Secured Party to proceed against any other person or to apply any Intellectual Property which the Secured Party may hold at any time, or to marshal assets, or to pursue any other remedy. The Company waives any defense arising by reason of the application of the statute of limitations to any obligation secured hereby.

Appears in 2 contracts

Samples: Subsidiary Intellectual Property Security Agreement (Sinofresh Healthcare Inc), Intellectual Property Security Agreement (Sinofresh Healthcare Inc)

Security Interest Absolute. The obligations of each Pledgor under this Agreement are independent of any other Obligations of any other Loan Party under or in respect of the Loan Documents, and a separate action may be brought and prosecuted against each Pledgor to enforce this Agreement, irrespective of whether any action is brought against such Pledgor or any other Loan Party or whether such Pledgor or any other Loan Party is joined in any such action or actions. All rights of the Collateral Agent and the other Secured ~~Party~~ Parties hereunder, the Security Interest, the pledge, assignment and security interest in the Pledged Collateral and all ~~Obligations~~ obligations of ~~the Company hereunder,~~ each Pledgor hereunder shall be irrevocable, absolute and ~~unconditional,~~ unconditional irrespective ~~of:~~ of (a) any lack of validity or enforceability of ~~this~~ the Credit Agreement, any other Loan Document, any agreement with respect to any of the ~~Notes, the Warrants~~ Obligations or any other agreement ~~entered into in connection with~~ or instrument relating to any of the foregoing, ~~or any portion hereof or thereof;~~ (b) any change in the time, manner or place of payment ~~or performance~~ of, or in any other term of, all or any of the Obligations, or any other amendment or waiver of or any consent to any departure from the ~~Notes~~Credit Agreement, ~~the Warrants~~ any other Loan Document or any other agreement ~~entered into in connection with the foregoing;~~ or instrument, (c) any taking, exchange, release or ~~nonperfection~~ non-perfection of any ~~of the Intellectual Property~~Lien on other collateral, or any taking, release or amendment or waiver of or consent to under or departure from any guarantee, securing or guaranteeing all or any of the Obligations, (d) any manner of application of any Collateral or any other ~~Intellectual Property for~~collateral, or proceeds thereof, to all or any of the Obligations, or any ~~guaranty,~~ manner of sale or other disposition of any Collateral or any other ~~security,~~ collateral for all or any of the ~~Obligations;~~ Obligations or any other Loan Party under or in respect of the Loan Documents or any other assets of any Loan Party of any of its Subsidiaries, (de) any ~~action by~~ change, restructuring or termination of the corporate structure or existence of any Loan Party of any of its Subsidiaries, (f) any failure of any Secured Party to disclose to any Loan Party any information relating to the business, condition (financial or otherwise), operations, performance, assets, nature of assets, liabilities or prospects of any other Loan Party now or hereafter known to such Secured Party (each Pledgor waiving any duty on the part of the Secured Party to ~~obtain~~disclose such information), ~~adjust~~(g) the failure of any other Person to execute this Agreement or any other Security Document, ~~settle~~ guaranty or agreement or the release or reduction of liability of any other Pledgor or other grantor or surety with respect to the Obligations, and ~~cancel in its sole discretion any insurance claims or matters made or arising in connection with the Intellectual Property; or~~ (eh) any other circumstance which might otherwise constitute any legal or equitable defense available to the Company, or a discharge of all or any part of the Security Interest granted hereby. Until the Obligations shall have been paid and performed in full, the rights of the Secured Party shall continue even if the Obligations are barred for any reason, (including, without limitation, ~~the running~~ any statute of limitations) of any existence of or reliance on any representation by any Secured Party that might otherwise constitute a defense available to, or a discharge of, any Pledgor in respect of the ~~statute~~ Obligations or this Agreement (other than a defense of ~~limitations~~ payment or ~~bankruptcy~~performance). ~~The Company expressly waives presentment~~This Agreement shall continue to be effective or be reinstated, ~~protest~~as the case may be, ~~notice of protest, demand, notice of nonpayment and demand for performance. In the event that~~ if at any time any ~~transfer~~ payment of any ~~Intellectual Property~~ of the Obligations is rescinded or must otherwise be returned by any ~~payment received by the~~ Secured Party ~~hereunder shall be deemed~~ or by ~~final order of a court of competent jurisdiction to have been a voidable preference or fraudulent conveyance under the~~ any other Person upon insolvency, bankruptcy or ~~insolvency laws~~ reorganization of ~~the United States~~any Loan Party or otherwise, ~~or shall be deemed to be otherwise due to any party other than the Secured Party, then, in any~~ all as though such ~~event, the Company's obligations hereunder shall survive cancellation of this Agreement, and shall~~ payment had not be discharged or satisfied by any prior payment thereof and/or cancellation of this Agreement, but shall remain a valid and binding obligation enforceable in accordance with the terms and provisions hereof. The Company waives all right to require the Secured Party to proceed against any other person or to apply any Intellectual Property which the Secured Party may hold at any time, or to marshal assets, or to pursue any other remedy. The Company waives any defense arising by reason of the application of the statute of limitations to any obligation secured herebybeen made.

Appears in 2 contracts

Samples: Credit Agreement (Affinion Group, Inc.), Guarantee and Collateral Agreement (Affinion Group, Inc.)

Security Interest Absolute. The obligations of the Grantor under this Agreement are independent of the Secured Obligations or any other obligations of the Grantor under or in respect of the Loan Documents, and a separate action or actions may be brought and prosecuted against the Grantor to enforce this Agreement, irrespective of whether any action is brought against the Grantor or whether the Grantor is joined in any such action or actions. All rights of the ~~Secured Party~~ Lender and the pledge, assignment and security interest hereunder, and all ~~Obligations~~ obligations of the ~~Company~~ Grantor hereunder, shall be irrevocable, absolute and ~~unconditional,~~ unconditional irrespective of, and the Grantor hereby irrevocably waives (to the maximum extent permitted by applicable law) any defenses it may now have or may hereafter acquire in any way relating to, any or all of the following: (a) any lack of validity or enforceability of ~~this Agreement, the Notes, the Warrants~~ any Loan Document or any other agreement ~~entered into in connection with the foregoing,~~ or ~~any portion hereof or thereof~~instrument relating thereto; (b) any change in the time, manner or place of payment ~~or performance~~ of, or in any other term of, all or any of the ~~Obligations,~~ Secured Obligations or any other obligations of the Grantor under or in respect of the Loan Documents or any other amendment or waiver of or any consent to any departure from any Loan Document, including, without limitation, any increase in the ~~Notes,~~ Secured Obligations resulting from the ~~Warrants~~ extension of additional credit to the Borrower or ~~any other agreement entered into in connection with the foregoing~~otherwise; (c) any taking, exchange, release or ~~nonperfection~~ non-perfection of any ~~of the Intellectual Property~~Collateral or any other collateral, or any taking, release or amendment or waiver of or consent to departure from any ~~other Intellectual Property for, or any~~ guaranty~~, or any other security~~, for all or any of the Secured Obligations; (d) any ~~action by~~ manner of application of any Collateral or any other collateral, or proceeds thereof, to all or any of the Secured ~~Party to obtain~~Obligations, ~~adjust, settle and cancel~~ or any manner of sale or other disposition of any Collateral or any other collateral for all or any of the Secured Obligations or any other obligations of the Grantor under or in ~~its sole discretion~~ respect of the Loan Documents or any ~~insurance claims or matters made or arising in connection with~~ other assets of the ~~Intellectual Property~~Grantor; or (e) any ~~other circumstance which might otherwise constitute~~ change, restructuring or termination of the organizational structure or existence of the Grantor; (f) any ~~legal or equitable defense available~~ failure of the Lender to disclose to the ~~Company~~Grantor any information relating to the business, condition (financial or ~~a discharge~~ otherwise), operations, performance, assets, nature of ~~all~~ assets, liabilities or prospects of the Grantor (the Grantor waiving any duty on the part of the ~~Security Interest granted hereby. Until~~ Lender to disclose such information); (g) the ~~Obligations shall have been paid and performed in full~~failure of any other Person to execute this Agreement or any other Loan Document, guaranty or agreement or the ~~rights~~ release or reduction of liability of the Grantor or other grantor or surety with respect to the Secured ~~Party shall continue even if the Obligations are barred for~~ Obligations; or (h) any ~~reason,~~ other circumstance (including, without limitation, ~~the running of the~~ any statute of ~~limitations~~ limitations) or ~~bankruptcy~~any existence of or reliance on any representation by the Lender that might otherwise constitute a defense available to, or a discharge of, the Grantor or a third party grantor of a security interest. ~~The Company expressly waives presentment~~This Agreement shall continue to be effective or be reinstated, ~~protest~~as the case may be, ~~notice of protest, demand, notice of nonpayment and demand for performance. In the event that~~ if at any time any ~~transfer~~ payment of any ~~Intellectual Property~~ of the Secured Obligations is rescinded or ~~any payment received~~ must otherwise be returned by the ~~Secured Party hereunder shall be deemed~~ Lender or by ~~final order of a court of competent jurisdiction to have been a voidable preference or fraudulent conveyance under~~ any other Person upon the insolvency, bankruptcy or ~~insolvency laws of~~ reorganization the ~~United States~~Grantor or otherwise, ~~or shall be deemed to be otherwise due to any party other than the Secured Party, then, in any~~ all as though such ~~event, the Company's obligations hereunder shall survive cancellation of this Agreement, and shall~~ payment had not be discharged or satisfied by any prior payment thereof and/or cancellation of this Agreement, but shall remain a valid and binding obligation enforceable in accordance with the terms and provisions hereof. The Company waives all right to require the Secured Party to proceed against any other person or to apply any Intellectual Property which the Secured Party may hold at any time, or to marshal assets, or to pursue any other remedy. The Company waives any defense arising by reason of the application of the statute of limitations to any obligation secured herebybeen made.

Appears in 2 contracts

Samples: Security Agreement (Smith & Wollensky Restaurant Group Inc), Security Agreement (Smith & Wollensky Restaurant Group Inc)

Security Interest Absolute. All rights of the Secured Party and all Obligations of the ~~Company~~ Debtor hereunder, shall be absolute and unconditional, irrespective of: (a) any lack of validity or enforceability of this Agreement, the ~~Notes, the Warrants~~ Notes or any agreement entered into in connection with the foregoing, or any portion hereof or thereof; (b) any change in the time, manner or place of payment or performance of, or in any other term of, all or any of the Obligations, or any other amendment or waiver of or any consent to any departure from the ~~Notes, the Warrants~~ Notes or any other agreement entered into in connection with the foregoing; (c) any exchange, release or nonperfection of any of the ~~Intellectual Property~~Collateral, or any release or amendment or waiver of or consent to departure from any other ~~Intellectual Property~~ collateral for, or any guaranty, or any other security, for all or any of the Obligations; (d) any action by the Secured Party to obtain, adjust, settle and cancel in its sole discretion any insurance claims or matters made or arising in connection with the ~~Intellectual Property~~Collateral; or (e) any other circumstance which might otherwise constitute any legal or equitable defense available to ~~the Company~~debtor, or a discharge of all or any part of the Security Interest granted hereby. Until the Obligations shall have been paid and performed in full, the rights of the Secured Party shall continue even if the Obligations are barred for any reason, including, without limitation, the running of the statute of limitations or bankruptcy. The ~~Company~~ Debtor expressly waives presentment, protest, notice of protest, demand, notice of nonpayment and demand for performance. In the event that at any time any transfer of any ~~Intellectual Property~~ Collateral or any payment received by the Secured Party hereunder shall be deemed by final order of a court of competent jurisdiction to have been a voidable preference or fraudulent conveyance under the bankruptcy or insolvency laws of the United States, or shall be deemed to be otherwise due to any party other than the Secured Party, then, in any such event, the ~~Company's~~ Debtor’s obligations hereunder shall survive cancellation of this Agreement, and shall not be discharged or satisfied by any prior payment thereof and/or cancellation of this Agreement, but shall remain a valid and binding obligation enforceable in accordance with the terms and provisions hereof. The ~~Company~~ Debtor waives all right to require the Secured Party to proceed against any other person or to apply any ~~Intellectual Property~~ Collateral which the Secured Party may hold at any time, or to marshal assets, or to pursue any other remedy. The ~~Company~~ Debtor waives any defense arising by reason of the application of the statute of limitations to any obligation secured hereby.

Appears in 2 contracts

Samples: Security Agreement (Segmentz Inc), Security Agreement (Segmentz Inc)

Security Interest Absolute. All rights of the Secured Party and all Obligations of the ~~Company~~ Debtors hereunder, shall be absolute and unconditional, irrespective of: (a) any lack of validity or enforceability of this Agreement, the ~~Notes, the Warrants~~ Note or any agreement entered into in connection with the foregoing, or any portion hereof or thereof; (b) any change in the time, manner or place of payment or performance of, or in any other term of, all or any of the Obligations, or any other amendment or waiver of or any consent to any departure from the ~~Notes, the Warrants~~ Note or any other agreement entered into in connection with the foregoing; (c) any exchange, release or nonperfection of any of the ~~Intellectual Property~~Collateral, or any release or amendment or waiver of or consent to departure from any other ~~Intellectual Property~~ collateral for, or any guaranty, or any other security, for all or any of the Obligations; (d) any action by the Secured Party to obtain, adjust, settle and cancel in its sole discretion any insurance claims or matters made or arising in connection with the ~~Intellectual Property~~Collateral; or (e) any other circumstance which might otherwise constitute any legal or equitable defense available to ~~the Company~~a Debtor, or a discharge of all or any part of the Security Interest granted hereby. Until the Obligations shall have been paid and performed in full, the rights of the Secured Party shall continue even if the Obligations are barred for any reason, including, without limitation, the running of the statute of limitations or bankruptcy. The ~~Company~~ Debtors expressly waives presentment, protest, notice of protest, demand, notice of nonpayment and demand for performance. In the event that at any time any transfer of any ~~Intellectual Property~~ Collateral or any payment received by the Secured Party hereunder shall be deemed by final order of a court of competent jurisdiction to have been a voidable preference or fraudulent conveyance under the bankruptcy or insolvency laws of the United States, or shall be deemed to be otherwise due to any party other than the Secured Party, then, in any such event, the ~~Company's~~ Debtors' respective obligations hereunder shall survive cancellation of this Agreement, and shall not be discharged or satisfied by any prior payment thereof and/or cancellation of this Agreement, but shall remain a valid and binding obligation enforceable in accordance with the terms and provisions hereof. ~~The Company~~ Each Debtor waives all right to require the Secured Party to proceed against any other person or to apply any ~~Intellectual Property~~ Collateral which the Secured Party may hold at any time, or to marshal assets, or to pursue any other remedy. ~~The Company~~ Each Debtor waives any defense arising by reason of the application of the statute of limitations to any obligation secured hereby.

Appears in 2 contracts

Samples: Intellectual Property Security Agreement (E Digital Corp), Security Agreement (E Digital Corp)

Security Interest Absolute. All rights of the Secured Party and all Obligations of the Company hereunder, shall be absolute and unconditional, irrespective of: (a) any lack of validity or enforceability of this Agreement, the ~~Notes, the Warrants~~ Notes or any agreement entered into in connection with the foregoing, or any portion hereof or thereof; (b) any change in the time, manner or place of payment or performance of, or in any other term of, all or any of the Obligations, or any other amendment or waiver of or any consent to any departure from the ~~Notes, the Warrants~~ Notes or any other agreement entered into in connection with the foregoing; (c) any exchange, release or nonperfection of any of the Intellectual Property, or any release or amendment or waiver of or consent to departure from any other Intellectual Property for, or any guaranty, or any other security, for all or any of the Obligations; (d) any action by the Secured Party to obtain, adjust, settle and cancel in its sole discretion any insurance claims or matters made or arising in connection with the Intellectual Property; or (e) any other circumstance which might otherwise constitute any legal or equitable defense available to the Company, or a discharge of all or any part of the Security Interest granted hereby. Until the Obligations shall have been paid and performed in full, the rights of the Secured Party shall continue even if the Obligations are barred for any reason, including, without limitation, the running of the statute of limitations or bankruptcy. The Company expressly waives presentment, protest, notice of protest, demand, notice of nonpayment and demand for performance. In the event that at any time any transfer of any Intellectual Property or any payment received by the Secured Party hereunder shall be deemed by final order of a court of competent jurisdiction to have been a voidable preference or fraudulent conveyance under the bankruptcy or insolvency laws of the United States, or shall be deemed to be otherwise due to any party other than the Secured Party, then, in any such event, the Company's ’s obligations hereunder shall survive cancellation of this Agreement, and shall not be discharged or satisfied by any prior payment thereof and/or cancellation of this Agreement, but shall remain a valid and binding obligation enforceable in accordance with the terms and provisions hereof. The Company waives all right to require the Secured Party to proceed against any other person or to apply any Intellectual Property which the Secured Party may hold at any time, or to marshal assets, or to pursue any other remedy. The Company waives any defense arising by reason of the application of the statute of limitations to any obligation secured hereby.

Appears in 2 contracts

Samples: Intellectual Property Security Agreement (Camelot Entertainment Group, Inc.), Intellectual Property Security Agreement (Camelot Entertainment Group, Inc.)

Security Interest Absolute. All rights of the Secured Party and all Obligations of the ~~Company~~ Obligor hereunder, shall be absolute and unconditional, irrespective of: (a) any lack of validity or enforceability of this Agreement, the ~~Notes~~Promissory Note, ~~the Warrants~~ or any agreement entered into in connection with the foregoing, or any portion hereof or thereof; (b) any change in the time, manner or place of payment or performance of, or in any other term of, all or any of the Obligations, or any other amendment or waiver of or any consent to any departure from the Promissory Notes, ~~the Warrants~~ or any other agreement entered into in connection with the foregoing; (c) any exchange, release or nonperfection of any of the ~~Intellectual Property~~Collateral, or any release or amendment or waiver of or consent to departure from any other ~~Intellectual Property~~ collateral for, or any guaranty, or any other security, for all or any of the Obligations; (d) any action by the Secured Party to obtain, adjust, settle and cancel in its sole discretion any insurance claims or matters made or arising in connection with the ~~Intellectual Property~~Collateral; or (e) any other circumstance which might otherwise constitute any legal or equitable defense available to the ~~Company~~Obligor, or a discharge of all or any part of the Security Interest granted hereby. Until the Obligations shall have been paid and performed in full, the rights of the Secured ~~Party~~ Parties shall continue even if the Obligations are barred for any reason, including, without limitation, the running of the statute of limitations or bankruptcy. The ~~Company~~ Obligor expressly waives presentment, protest, notice of protest, demand, notice of nonpayment and demand for performance. In the event that at any time any transfer of any ~~Intellectual Property~~ Collateral or any payment received by the Secured Party hereunder shall be deemed by final order of a court of competent jurisdiction to have been a voidable preference or fraudulent conveyance under the bankruptcy or insolvency laws of the United States, or shall be deemed to be otherwise due to any party other than the Secured Party, then, in any such event, the ~~Company's~~ Obligor’s obligations hereunder shall survive cancellation of this Agreement, and shall not be discharged or satisfied by any prior payment thereof and/or cancellation of this Agreement, but shall remain a valid and binding obligation enforceable in accordance with the terms and provisions hereof. The ~~Company~~ Obligor waives all right to require the Secured Party to proceed against any other person or to apply any ~~Intellectual Property~~ Collateral which the Secured Party may hold at any time, or to marshal assets, or to pursue any other remedy. The ~~Company~~ Obligor waives any defense arising by reason of the application of the statute of limitations to any obligation secured hereby.

Appears in 2 contracts

Samples: Asset Purchase Agreement (Tactical Air Defense Services, Inc.), Security Agreement (Tactical Air Defense Services, Inc.)

Security Interest Absolute. All rights of JNC and the ~~Secured Party~~ Security Interest hereunder, and all Obligations of the Company hereunder, shall be absolute and unconditional, irrespective of: (a) any lack of validity or enforceability of any of the JNC Transaction Documents or this Security Agreement, ~~the Notes, the Warrants or~~ and any agreement entered into in connection with the foregoing, or any portion hereof or thereof; (b) any change in the time, manner or place of payment or performance of, or in any other term of, all or any of the Obligations, or any other amendment or waiver of or any consent to any departure from the ~~Notes, the Warrants or any other agreement entered into in connection with the foregoing~~JNC Transaction Documents; (c) any exchange, ~~release~~ release, or nonperfection of any of the ~~Intellectual Property~~Collateral, or any release or amendment or waiver of or consent to departure from any other ~~Intellectual Property~~ collateral for, or any guaranty, or any other security, for all or any of the Obligations; (d) any action by ~~the Secured Party~~ JNC to obtain, adjust, ~~settle~~ settle, and cancel in its sole discretion any insurance claims or matters made or arising in connection with the ~~Intellectual Property~~Collateral; or (e) any other circumstance which might otherwise constitute any legal or equitable defense available to the Company, or a discharge of all or any part of the Security Interest granted hereby. Until the Obligations shall have been paid and performed in full, ~~the~~ JNC's rights ~~of the Secured Party~~ shall continue even if the Obligations are barred for any reason, including, without limitation, the running of the statute of limitations or bankruptcy. The Company expressly waives presentment, protest, notice of protest, demand, notice of ~~nonpayment~~ nonpayment, and demand for performance. This Security Agreement shall create a continuing security interest in the Collateral and shall remain in full force and effect until the Obligations shall have been paid and performed in full, and shall be binding upon the Company and its successors and permitted transferees and assigns. In the event that at any time any transfer of any ~~Intellectual Property~~ Collateral or any payment received by ~~the Secured Party~~ JNC hereunder shall be deemed by final order of a court of competent jurisdiction to have been a voidable preference or fraudulent conveyance under the bankruptcy or insolvency laws of the United States, or shall be deemed to be otherwise due to any party other than ~~the Secured Party~~JNC, then, in any such event, the Company's obligations hereunder shall survive cancellation of this Security Agreement, and shall not be discharged or satisfied by any prior payment thereof and/or cancellation of this Security Agreement, but shall remain a valid and binding obligation enforceable in accordance with the terms and provisions hereof. The Company waives all right to require ~~the Secured Party~~ JNC to proceed against any other person or to apply any ~~Intellectual Property~~ Collateral which ~~the Secured Party~~ JNC may hold at any time, or to marshal assets, or to pursue any other remedy. JNC may, at its election, exercise any right or remedy it may have against any security held by JNC, including, without limitation, the right to foreclose any such security by judicial or nonjudicial sale, without affecting or impairing in any way the rights of JNC hereunder. The Company waives any defense arising by reason of the application of the statute of limitations to any obligation secured hereby.

Appears in 2 contracts

Samples: Security Agreement (Innovacom Inc), Security Agreement (Innovacom Inc)

Security Interest Absolute. All rights of the Secured ~~Party~~ Parties and the security interests granted to the Secured Parties hereunder, and all ~~Obligations~~ obligations of ~~the Company~~ Debtor hereunder, shall be absolute and unconditional, irrespective of: (a) the failure of Secured Parties to assert any ~~lack of validity~~ claim or ~~enforceability of this Agreement, the Notes, the Warrants~~ demand or to enforce any ~~agreement entered into in connection with the foregoing~~right or remedy against Debtor or to exercise any right or remedy against any other guarantor of, or Secured Collateral security for, any ~~portion hereof or thereof~~Secured Obligations; (b) any change in the time, manner or place of payment ~~or performance~~ of, or in any other term of, all or any of the ~~Obligations,~~ Secured Obligations or any other ~~amendment~~ extension, compromise or ~~waiver~~ renewal of or any ~~consent to any departure from the Notes, the Warrants or any other agreement entered into in connection with the foregoing~~Secured Obligation; (c) any reduction, limitation, impairment or termination of any Secured Obligations for any reason, including any claim of waiver, release, surrender, alteration or compromise, and shall not be subject to (and Debtor hereby waives any right to or claim of) any defense or setoff, counterclaim, recoupment or termination whatsoever by reason of the invalidity, illegality, nongenuineness, irregularity, compromise, unenforceability of, or any other event or occurrence affect, any Secured Obligations; (d) any amendment to, rescission, waiver, or other modification of, or any consent to departure from, any of the terms of any Loan Document; (e) any addition, exchange, ~~release~~ release, surrender or nonperfection of any ~~of the Intellectual Property~~Secured Collateral, or any ~~release or~~ amendment to or waiver or release of or addition to or consent to departure from any ~~other Intellectual Property for, or any~~ guaranty, ~~or any other security,~~ for ~~all or~~ any of the Secured Obligations~~; (d) any action by the Secured Party to obtain~~, ~~adjust, settle and cancel in its sole discretion any insurance claims or matters made or arising in connection with the Intellectual Property;~~ or (ef) any other ~~circumstance~~ circumstances which might otherwise constitute ~~any~~ a defense available to, or a legal or equitable ~~defense available to the Company~~discharge of, ~~or a discharge of all~~ Debtor, any surety or any part of the Security Interest granted hereby. Until the Obligations shall have been paid and performed in full, the rights of the Secured Party shall continue even if the Obligations are barred for any reason, including, without limitation, the running of the statute of limitations or bankruptcy. The Company expressly waives presentment, protest, notice of protest, demand, notice of nonpayment and demand for performance. In the event that at any time any transfer of any Intellectual Property or any payment received by the Secured Party hereunder shall be deemed by final order of a court of competent jurisdiction to have been a voidable preference or fraudulent conveyance under the bankruptcy or insolvency laws of the United States, or shall be deemed to be otherwise due to any party other than the Secured Party, then, in any such event, the Company's obligations hereunder shall survive cancellation of this Agreement, and shall not be discharged or satisfied by any prior payment thereof and/or cancellation of this Agreement, but shall remain a valid and binding obligation enforceable in accordance with the terms and provisions hereof. The Company waives all right to require the Secured Party to proceed against any other person or to apply any Intellectual Property which the Secured Party may hold at any time, or to marshal assets, or to pursue any other remedy. The Company waives any defense arising by reason of the application of the statute of limitations to any obligation secured herebyguarantor.

Appears in 2 contracts

Samples: Security Agreement (Smart Online Inc), Security Agreement (Smart Online Inc)

Security Interest Absolute. All rights of JNC and the ~~Secured Party~~ Security Interest hereunder, and all Obligations of the Company hereunder, shall be absolute and unconditional, irrespective of: (a) any lack of validity or enforceability of any of the JNC Transaction Documents or this Agreement, ~~the Notes, the Warrants or~~ and any agreement entered into in connection with the foregoing, or any portion hereof or thereof; (b) any change in the time, manner or place of payment or performance of, or in any other term of, all or any of the Obligations, or any other amendment or waiver of or any consent to any departure from the ~~Notes, the Warrants or any other agreement entered into in connection with the foregoing~~JNC Transaction Documents; (c) any exchange, ~~release~~ release, or nonperfection of any of the ~~Intellectual Property~~Collateral, or any release or amendment or waiver of or consent to departure from any other ~~Intellectual Property~~ collateral for, or any guaranty, or any other security, for all or any of the Obligations; (d) any action by ~~the Secured Party~~ JNC to obtain, adjust, ~~settle~~ settle, and cancel in its sole discretion any insurance claims or matters made or arising in connection with the ~~Intellectual Property~~Collateral; or (e) any other circumstance which might otherwise constitute any legal or equitable defense available to the Company, or a discharge of all or any part of the Security Interest granted hereby. Until the Obligations shall have been paid and performed in full, ~~the~~ JNC's rights ~~of the Secured Party~~ shall continue even if the Obligations are barred for any reason, including, without limitation, the running of the statute of limitations or bankruptcy. The Company expressly waives presentment, protest, notice of protest, demand, notice of ~~nonpayment~~ nonpayment, and demand for performance. This Agreement shall create a continuing security interest in the Collateral and shall remain in full force and effect until the Obligations shall have been paid and performed in full, and shall be binding upon the Company and its successors and permitted transferees and assigns. In the event that at any time any transfer of any ~~Intellectual Property~~ Collateral or any payment received by ~~the Secured Party~~ JNC hereunder shall be deemed by final order of a court of competent jurisdiction to have been a voidable preference or fraudulent conveyance under the bankruptcy or insolvency laws of the United States, or shall be deemed to be otherwise due to any party other than ~~the Secured Party~~JNC, then, in any such event, the Company's obligations hereunder shall survive cancellation of this Agreement, and shall not be discharged or satisfied by any prior payment thereof and/or cancellation of this Agreement, but shall remain a valid and binding obligation enforceable in accordance with the terms and provisions hereof. The Company waives all right to require ~~the Secured Party~~ JNC to proceed against any other person or to apply any ~~Intellectual Property~~ Collateral which ~~the Secured Party~~ JNC may hold at any time, or to marshal assets, or to pursue any other remedy. JNC may, at its election, exercise any right or remedy it may have against any security held by JNC, including, without limitation, the right to foreclose any such security by judicial or nonjudicial sale, without affecting or impairing in any way the rights of JNC hereunder. The Company waives any defense arising by reason of the application of the statute of limitations to any obligation secured hereby.

Appears in 2 contracts

Samples: Security Agreement (Innovacom Inc), Security Agreement (Innovacom Inc)

Security Interest Absolute. All rights of the Secured Party and all ~~Obligations~~ obligations of the ~~Company~~ Debtors hereunder, shall be absolute and unconditional, irrespective of: (a) any lack of validity or enforceability of this Agreement, the ~~Notes, the Warrants~~ Note or any agreement entered into in connection with the foregoing, or any portion hereof or thereof; (b) any change in the time, manner or place of payment or performance of, or in any other term of, all or any of the Obligations, or any other amendment or waiver of or any consent to any departure from the ~~Notes, the Warrants~~ Note or any other agreement entered into in connection with the foregoing; (c) any exchange, release or nonperfection of any of the ~~Intellectual Property~~Collateral, or any release or amendment or waiver of or consent to departure from any other ~~Intellectual Property~~ collateral for, or any guaranty, or any other security, for all or any of the Obligations; (d) any action by the Secured Party to obtain, adjust, settle and cancel in its sole discretion any insurance claims or matters made or arising in connection with the ~~Intellectual Property~~Collateral; or (e) any other circumstance which might otherwise constitute any legal or equitable defense available to ~~the Company~~a Debtor, or a discharge of all or any part of the Security Interest granted hereby. Until the Obligations shall have been paid and performed in full, the rights of the Secured Party shall continue even if the Obligations are barred for any reason, including, without limitation, the running of the statute of limitations or bankruptcy. ~~The Company~~ Each Debtor expressly waives presentment, protest, notice of protest, demand, notice of nonpayment and demand for performance. In the event that at any time any transfer of any ~~Intellectual Property~~ Collateral or any payment received by the Secured Party hereunder shall be deemed by final order of a court of competent jurisdiction to have been a voidable preference or fraudulent conveyance under the bankruptcy or insolvency laws of the United States, or shall be deemed to be otherwise due to any party other than the Secured Party, then, in any such event, ~~the Company's~~ each Debtor’s obligations hereunder shall survive cancellation of this Agreement, and shall not be discharged or satisfied by any prior payment thereof and/or cancellation of this Agreement, but shall remain a valid and binding obligation enforceable in accordance with the terms and provisions hereof. ~~The Company~~ Each Debtor waives all right to require the Secured Party to proceed against any other person or entity or to apply any ~~Intellectual Property~~ Collateral which the Secured Party may hold at any time, or to marshal assets, or to pursue any other remedy. ~~The Company~~ Each Debtor waives any defense arising by reason of the application of the statute of limitations to any obligation secured hereby.

Appears in 2 contracts

Samples: Security Agreement (Universal Property Development & Acquisition Corp), Security Agreement (Pipeline Data Inc)

Security Interest Absolute. All rights of the Secured Party and all Obligations of the ~~Company~~ Obligor hereunder, shall be absolute and unconditional, irrespective of: (a) any lack of validity or enforceability of this Agreement, the ~~Notes, the Warrants~~ Note or any agreement entered into in connection with the foregoing, or any portion hereof or thereof; (b) any change in the time, ~~manner~~ manner, or place of payment or performance of, or in any other term of, all or any of the Obligations, or any other amendment or waiver of or any consent to any departure from the Notes, the ~~Warrants~~ Transaction Documents or any other agreement entered into in connection with the foregoing; (c) any exchange, release or nonperfection of any of the ~~Intellectual Property~~Collateral, or any release or amendment or waiver of or consent to departure from any other ~~Intellectual Property~~ collateral for, or any guaranty, or any other security, for all or any of the Obligations; (d) any action by the Secured Party to obtain, adjust, settle and cancel in its sole discretion any insurance claims or matters made or arising in connection with the ~~Intellectual Property~~Collateral; or (e) any other circumstance which might otherwise constitute any legal or equitable defense available to the ~~Company~~Obligor, or a discharge of all or any part of the Security Interest granted hereby. Until the Obligations shall have been paid and performed in full, the rights of the Secured Party shall continue even if the Obligations are barred for any reason, including, without limitation, the running of the statute of limitations or bankruptcy. ~~The Company~~ Each Obligor expressly waives presentment, protest, notice of protest, demand, notice of nonpayment and demand for performance. In the event that at any time any transfer of any ~~Intellectual Property~~ Collateral or any payment received by the Secured Party hereunder shall be deemed by final order of a court of competent jurisdiction to have been a voidable preference or fraudulent conveyance under the bankruptcy or insolvency laws of the United States, or shall be deemed to be otherwise due to any ~~party~~ Parties other than the Secured Party, then, in any such event, the ~~Company's~~ Obligor’s obligations hereunder shall survive cancellation of this Agreement, and shall not be discharged or satisfied by any prior payment thereof and/or cancellation of this Agreement, but shall remain a valid and binding obligation enforceable in accordance with the terms and provisions hereof. The ~~Company~~ Obligor waives all right to require the Secured Party to proceed against any other person or to apply any ~~Intellectual Property~~ Collateral which the Secured Party may hold at any time, or to marshal assets, or to pursue any other remedy. The ~~Company~~ Obligor waives any defense arising by reason of the application of the statute of limitations to any obligation secured hereby.

Appears in 2 contracts

Samples: Security Agreement (Driven Deliveries, Inc.), Security Agreement (Driven Deliveries, Inc.)

Security Interest Absolute. All rights of the Secured ~~Party~~ Parties and all ~~Obligations~~ obligations of the ~~Company~~ Debtor hereunder, shall be absolute and unconditional, irrespective of: (a) any lack of validity or enforceability of this Agreement, the ~~Notes, the Warrants~~ Debentures or any agreement entered into in connection with the foregoing, or any portion hereof or thereof; (b) any change in the time, manner or place of payment or performance of, or in any other term of, all or any of the Obligations, or any other amendment or waiver of or any consent to any departure from the ~~Notes, the Warrants~~ Debentures or any other agreement entered into in connection with the foregoing; (c) any exchange, release or nonperfection of any of the ~~Intellectual Property~~Collateral, or any release or amendment or waiver of or consent to departure from any other ~~Intellectual Property~~ collateral for, or any guaranty, or any other security, for all or any of the Obligations; (d) any action by the Secured ~~Party~~ Parties to obtain, adjust, settle and cancel in its sole discretion any insurance claims or matters made or arising in connection with the ~~Intellectual Property~~Collateral; or (e) any other circumstance which might otherwise constitute any legal or equitable defense available to ~~the Company~~Debtor, or a discharge of all or any part of the Security Interest granted hereby. Until the Obligations shall have been paid and performed in full, the rights of the Secured ~~Party~~ Parties shall continue even if the Obligations are barred for any reason, including, without limitation, the running of the statute of limitations or bankruptcy. ~~The Company~~ Debtor expressly waives presentment, protest, notice of protest, demand, notice of nonpayment and demand for performance. In the event that at any time any transfer of any ~~Intellectual Property~~ Collateral or any payment received by the Secured ~~Party~~ Parties hereunder shall be deemed by final order of a court of competent jurisdiction to have been a voidable preference or fraudulent conveyance under the bankruptcy or insolvency laws of the United States, or shall be deemed to be otherwise due to any party other than the Secured ~~Party~~Parties, then, in any such event, ~~the Company~~Debtor's obligations hereunder shall survive cancellation of this Agreement, and shall not be discharged or satisfied by any prior payment thereof and/or cancellation of this Agreement, but shall remain a valid and binding obligation enforceable in accordance with the terms and provisions hereof. ~~The Company~~ Debtor waives all right to require the Secured ~~Party~~ Parties to proceed against any other person or entity or to apply any ~~Intellectual Property~~ Collateral which the Secured ~~Party~~ Parties may hold at any time, or to marshal assets, or to pursue any other remedy. ~~The Company~~ Debtor waives any defense arising by reason of the application of the statute of limitations to any obligation secured hereby.

Appears in 2 contracts

Samples: Security Agreement (Tarrant Apparel Group), Registration Rights Agreement (Tarrant Apparel Group)

Security Interest Absolute. All rights of the Secured Party and all ~~Obligations~~ obligations of the ~~Company~~ Debtor hereunder, shall be absolute and unconditional, irrespective of: (a) any lack of validity or enforceability of this Agreement, the ~~Notes, the Warrants~~ Loan Documents or any agreement entered into in connection with the foregoing, or any portion hereof or thereof; (b) any change in the time, manner or place of payment or performance of, or in any other term of, all or any of the Obligations, or any other amendment or waiver of or any consent to any departure from the ~~Notes, the Warrants~~ Loan Documents or any other agreement entered into in connection with the foregoing; (c) any exchange, release or nonperfection of any of the ~~Intellectual Property~~Collateral, or any release or amendment or waiver of or consent to departure from any other ~~Intellectual Property~~ collateral for, or any guaranty, or any other security, for all or any of the Obligations; (d) any action by the Secured Party to obtain, adjust, settle and cancel in its sole discretion any insurance claims or matters made or arising in connection with the ~~Intellectual Property~~Collateral; or (e) any other circumstance which might otherwise constitute any legal or equitable defense available to ~~the Company~~a Debtor, or a discharge of all or any part of the Security Interest granted hereby. Until the Obligations shall have been paid and performed in full, the rights of the Secured Party shall continue even if the Obligations are barred for any reason, including, without limitation, the running of the statute of limitations or bankruptcy. The ~~Company~~ Debtor expressly waives presentment, protest, notice of protest, demand, notice of nonpayment and demand for performance. In the event that at any time any transfer of any ~~Intellectual Property~~ Collateral or any payment received by the Secured Party hereunder shall be deemed by final order of a court of competent jurisdiction to have been a voidable preference or fraudulent conveyance under the bankruptcy or insolvency laws of the United States, or shall be deemed to be otherwise due to any party other than the Secured Party, then, in any such event, the ~~Company's~~ Debtor’s obligations hereunder shall survive cancellation of this Agreement, and shall not be discharged or satisfied by any prior payment thereof and/or cancellation of this Agreement, but shall remain a valid and binding obligation enforceable in accordance with the terms and provisions hereof. The ~~Company~~ Debtor waives all right to require the Secured Party to proceed against any other person or entity or to apply any ~~Intellectual Property~~ Collateral which the Secured Party may hold at any time, or to marshal assets, or to pursue any other remedy. The ~~Company~~ Debtor waives any defense arising by reason of the application of the statute of limitations to any obligation secured hereby.

Appears in 2 contracts

Samples: Security Agreement (ChatChing Inc.), And Restated Security Agreement (ChatChing Inc.)

Security Interest Absolute. All rights of the Secured Party and all Obligations of the Company hereunder, shall be absolute and unconditional, irrespective of: (a) any lack of validity or enforceability of this Agreement, the ~~Notes, the Warrants~~ Note or any agreement entered into in connection with the foregoing, or any portion hereof or thereof; (b) any change in the time, manner or place of payment or performance of, or in any other term of, all or any of the Obligations, or any other amendment or waiver of or any consent to any departure from the ~~Notes, the Warrants~~ Note or any other agreement entered into in connection with the foregoing; (c) any exchange, release or nonperfection of any of the ~~Intellectual Property~~Collateral, or any release or amendment or waiver of or consent to departure from any other ~~Intellectual Property~~ collateral for, or any guaranty, or any other security, for all or any of the Obligations; (d) any action by the Secured Party to obtain, adjust, settle and cancel in its sole discretion any insurance claims or matters made or arising in connection with the ~~Intellectual Property~~Collateral; or (e) any other circumstance which might otherwise constitute any legal or equitable defense available to the Company, or a discharge of all or any part of the Security Interest granted hereby. Until the Obligations shall have been paid and performed in full, the rights of the Secured Party shall continue even if the Obligations are barred for any reason, including, without limitation, the running of the statute of limitations or bankruptcy. The Company expressly waives presentment, protest, notice of protest, demand, notice of nonpayment and demand for performance. In the event that at any time any transfer of any ~~Intellectual Property~~ Collateral or any payment received by the Secured Party hereunder shall be deemed by final order of a court of competent jurisdiction to have been a voidable preference or fraudulent conveyance under the bankruptcy or insolvency laws of the United States, or shall be deemed to be otherwise due to any party other than the Secured Party, then, in any such event, the Company's ’s obligations hereunder shall survive cancellation of this Agreement, and shall not be discharged or satisfied by any prior payment thereof and/or cancellation of this Agreement, but shall remain a valid and binding obligation enforceable in accordance with the terms and provisions hereof. The Company waives all right to require the Secured Party to proceed against any other person or to apply any ~~Intellectual Property~~ Collateral which the Secured Party may hold at any time, or to marshal assets, or to pursue any other remedy. The Company waives any defense arising by reason of the application of the statute of limitations to any obligation secured hereby.

Appears in 2 contracts

Samples: Security Agreement (Flux Power Holdings, Inc.), Security Agreement (Validian Corp)

Security Interest Absolute. All rights of the Secured Party and all Obligations of the ~~Company~~ Grantor hereunder, shall be absolute and unconditional, irrespective of: (ai) any lack of validity or enforceability of this Agreement, the ~~Notes~~Purchase Agreement, ~~the Warrants~~ and any other Transaction Documents or any agreement entered into in connection with the foregoing, or any portion hereof or thereof; (bii) any change in the time, manner or place of payment or performance of, or in any other term of, all or any of the Obligations, or any other amendment or waiver of or any consent to any departure from the ~~Notes~~terms and provisions of the Purchase Agreement, ~~the Warrants~~ any other Transaction Documents, or any other agreement entered into in connection with the foregoing; (ciii) any exchange, release or ~~nonperfection~~ non-perfection of any of the ~~Intellectual Property~~Collateral, or any release or amendment or waiver of or consent to departure from any other ~~Intellectual Property~~ collateral for, or any guaranty, or any other security, for all or any of the Obligations; (div) any action by the Secured Party to obtain, adjust, settle and cancel in its sole discretion any insurance claims or matters made or arising in connection with the ~~Intellectual Property~~Collateral; or (ev) except for payment and performance, any other circumstance which might otherwise constitute any legal or equitable defense available to the ~~Company~~Grantor, or a discharge of all or any part of the ~~Security Interest~~ security interests granted hereby. Until the Obligations shall have been paid and performed in full, the rights of the Secured Party shall continue even if the Obligations are barred for any reason, including, ~~without limitation,~~ the running of the statute of limitations or bankruptcy~~. The Company expressly waives presentment, protest, notice of protest, demand, notice of nonpayment and demand for performance~~. In the event that at any time any transfer of any ~~Intellectual Property~~ Collateral or any payment received by the Secured Party hereunder shall be deemed by final order of a court of competent jurisdiction to have been a voidable preference or fraudulent conveyance under the Bankruptcy Code or any other similar insolvency or bankruptcy ~~or insolvency~~ laws of ~~the United States~~any jurisdiction , or shall be deemed to be otherwise due to any party other than the Secured Party, then, in any such event, the ~~Company's~~ Grantor’s obligations hereunder shall survive cancellation of this Agreement, and shall not be discharged or satisfied by any prior payment thereof and/or cancellation of this Agreement, but shall remain a valid and binding obligation enforceable in accordance with the terms and provisions hereof. The ~~Company~~ Grantor waives all right to require the Secured Party to proceed against any other ~~person~~ Person or to apply any ~~Intellectual Property~~ Collateral which the Secured Party may hold at any time, or to ~~marshal assets, or to~~ pursue any other remedy. The ~~Company~~ Grantor waives any defense arising by reason of the application of the statute of limitations to any obligation secured hereby.

Appears in 2 contracts

Samples: Security Agreement (Rennova Health, Inc.), Security Agreement (Medytox Solutions, Inc.)

Security Interest Absolute. All rights of the Secured Party and all Obligations of the Company hereunder, shall be absolute and unconditional, irrespective of: (ai) any lack of validity or enforceability of this Agreement, the Notes, the Warrants or any agreement entered into in connection with the foregoing, or any portion hereof or thereof; (bii) any change in the time, manner or place of payment or performance of, or in any other term of, all or any of the Obligations, or any other amendment or waiver of or any consent to any departure from the Notes, the Warrants or any other agreement entered into in connection with the foregoing; (ciii) any exchange, release or nonperfection of any of the ~~Intellectual Property~~Collateral, or any release or amendment or waiver of or consent to departure from any other ~~Intellectual Property~~ collateral for, or any guaranty, or any other security, for all or any of the Obligations; (div) any action by the Secured Party to obtain, adjust, settle and cancel in its sole discretion any insurance claims or matters made or arising in connection with the ~~Intellectual Property~~Collateral; or (ev) any other circumstance which might otherwise constitute any legal or equitable defense available to the Company, or a discharge of all or any part of the Security Interest granted hereby. Until the Obligations shall have been paid and performed in full, the rights of the Secured Party shall continue even if the Obligations are barred for any reason, including, without limitation, the running of the statute of limitations or bankruptcy. The Company expressly waives presentment, protest, notice of protest, demand, notice of nonpayment and demand for performance. In the event that at any time any transfer of any ~~Intellectual Property~~ Collateral or any payment received by the Secured Party hereunder shall be deemed by final order of a court of competent jurisdiction to have been a voidable preference or fraudulent conveyance under the bankruptcy or insolvency laws of the United States, or shall be deemed to be otherwise due to any party other than the Secured Party, then, in any such event, the Company's obligations hereunder shall survive cancellation of this Agreement, and shall not be discharged or satisfied by any prior payment thereof and/or cancellation of this Agreement, but shall remain a valid and binding obligation enforceable in accordance with the terms and provisions hereof. The Company waives all right to require the Secured Party to proceed against any other person or to apply any ~~Intellectual Property~~ Collateral which the Secured Party may hold at any time, or to marshal assets, or to pursue any other remedy. The Company waives any defense arising by reason of the application of the statute of limitations to any obligation secured hereby.

Appears in 2 contracts

Samples: Security Agreement (Mt Ultimate Healthcare Corp), Security Agreement (M Power Entertainment Inc.)

Security Interest Absolute. All rights of the Secured Party and all Obligations of the Company hereunder, shall be absolute and unconditional, irrespective of: (a) any lack of validity or enforceability of this Agreement, and the ~~Notes, the Warrants~~ Notes or any agreement entered into in connection with the foregoing, or any portion hereof or thereof; (b) any change in the time, manner or place of payment or performance of, or in any other term of, all or any of the Obligations, or any other amendment or waiver of or any consent to any departure from the ~~Notes, the Warrants~~ Notes or any other agreement entered into in connection with the foregoing; (c) any exchange, release or nonperfection of any of the Intellectual Property, or any release or amendment or waiver of or consent to departure from any other Intellectual Property for, or any guaranty, or any other security, for all or any of the Obligations; (d) any action by the Secured Party to obtain, adjust, settle and cancel in its sole discretion any insurance claims or matters made or arising in connection with the Intellectual Property; or (e) any other circumstance which might otherwise constitute any legal or equitable defense available to the Company, or a discharge of all or any part of the Security Interest granted hereby. Until the Obligations shall have been paid and performed in full, the rights of the Secured Party shall continue even if the Obligations are barred for any reason, including, without limitation, the running of the statute of limitations or bankruptcy. The Company expressly waives presentment, protest, notice of protest, demand, notice of nonpayment and demand for performance. In the event that at any time any transfer of any Intellectual Property or any payment received by the Secured Party hereunder shall be deemed by final order of a court of competent jurisdiction to have been a voidable preference or fraudulent conveyance under the bankruptcy or insolvency laws of the United States, or shall be deemed to be otherwise due to any party other than the Secured Party, then, in any such event, the Company's ’s obligations hereunder shall survive cancellation of this Agreement, and shall not be discharged or satisfied by any prior payment thereof and/or cancellation of this Agreement, but shall remain a valid and binding obligation enforceable in accordance with the terms and provisions hereof. The Company waives all right to require the Secured Party to proceed against any other person or to apply any Intellectual Property which the Secured Party may hold at any time, or to marshal assets, or to pursue any other remedy. The Company waives any defense arising by reason of the application of the statute of limitations to any obligation secured hereby.

Appears in 1 contract

Samples: Intellectual Property Security Agreement (Wellstar International, Inc.)

Security Interest Absolute. All rights of the Secured ~~Party~~ Parties and all Obligations of the ~~Company~~ Obligor hereunder, shall be absolute and ~~unconditional~~unconditional (subject only to the Xxxxxxxxx Interest and Additional Lenders’ Interests), irrespective of: (a) any lack of validity or enforceability of this Agreement, the ~~Notes~~Loan Agreement, ~~the Warrants~~ or any agreement entered into in connection with the foregoing, or any portion hereof or thereof; (b) any change in the time, manner or place of payment or performance of, or in any other term of, all or any of the Obligations, or any other amendment or waiver of or any consent to any departure from the ~~Notes~~Loan Agreement, ~~the Warrants~~ or any other agreement entered into in connection with the foregoing; (c) any exchange, release or nonperfection of any of the ~~Intellectual Property~~Collateral, or any release or amendment or waiver of or consent to departure from any other ~~Intellectual Property~~ collateral for, or any guaranty, or any other security, for all or any of the Obligations; (d) any action by the Secured ~~Party~~ Parties to obtain, adjust, settle and cancel in its sole discretion any insurance claims or matters made or arising in connection with the ~~Intellectual Property~~Collateral; or (e) any other circumstance which might otherwise constitute any legal or equitable defense available to the ~~Company~~Obligor, or a discharge of all or any part of the Security Interest granted hereby. Until the Obligations shall have been paid and performed in full, the rights of the Secured ~~Party~~ Parties shall continue even if the Obligations are barred for any reason, including, without limitation, the running of the statute of limitations or bankruptcy. The ~~Company~~ Obligor expressly waives presentment, protest, notice of protest, demand, notice of nonpayment and demand for performance. In the event that at any time any transfer of any ~~Intellectual Property~~ Collateral or any payment received by the Secured ~~Party~~ Parties hereunder shall be deemed by final order of a court of competent jurisdiction to have been a voidable preference or fraudulent conveyance under the bankruptcy or insolvency laws of the United States, or shall be deemed to be otherwise due to any party other than the Secured ~~Party~~Parties, then, in any such event, the ~~Company's~~ Obligor’s obligations hereunder shall survive cancellation of this Agreement, and shall not be discharged or satisfied by any prior payment thereof and/or cancellation of this Agreement, but shall remain a valid and binding obligation enforceable in accordance with the terms and provisions hereof. The ~~Company~~ Obligor waives all right to require the Secured ~~Party~~ Parties to proceed against any other person or to apply any ~~Intellectual Property~~ Collateral which the Secured ~~Party~~ Parties may hold at any time, or to marshal assets, or to pursue any other remedy. The ~~Company~~ Obligor waives any defense arising by reason of the application of the statute of limitations to any obligation secured hereby.

Appears in 1 contract

Samples: Security Agreement (Goldspring Inc)

Security Interest Absolute. All rights of the Secured ~~Party~~ Parties and all ~~Obligations~~ obligations of the ~~Company~~ Debtors hereunder, shall be absolute and unconditional, irrespective of: (a) any lack of validity or enforceability of this Agreement, the ~~Notes, the Warrants~~ Amended LOC Agreement or any agreement entered into in connection with the foregoing, or any portion hereof or thereof; (b) any change in the time, manner or place of payment or performance of, or in any other term of, all or any of the Obligations, or any other amendment or waiver of or any consent to any departure from the ~~Notes, the Warrants~~ Amended LOC Agreement or any other agreement entered into in connection with the foregoing; (c) any exchange, release or nonperfection of any of the ~~Intellectual Property~~Collateral, or any release or amendment or waiver of or consent to departure from any other ~~Intellectual Property~~ collateral for, or any guaranty, or any other security, for all or any of the Obligations; (d) any action by any of the Secured ~~Party~~ Parties to obtain, adjust, settle and cancel in its sole discretion any insurance claims or matters made or arising in connection with the ~~Intellectual Property~~Collateral; or (e) any other circumstance which might otherwise constitute any legal or equitable defense available to the ~~Company~~Debtors, or a discharge of all or any part of the Security Interest granted hereby. Until the Obligations shall have been paid and performed in full, the rights of the Secured ~~Party~~ Parties shall continue even if the Obligations are barred for any reason, including, without limitation, the running of the statute of limitations or bankruptcy. The ~~Company~~ Debtors expressly ~~waives~~ waive presentment, protest, notice of protest, demand, notice of nonpayment and demand for performance. In the event that at any time any transfer of any ~~Intellectual Property~~ Collateral or any payment received by the Secured ~~Party~~ Parties hereunder shall be deemed by final order of a court of competent jurisdiction to have been a voidable preference or fraudulent conveyance under the bankruptcy or insolvency laws of the United ~~States~~States or other country or political subdivision, or shall be deemed to be otherwise due to any party other than the Secured ~~Party~~Parties, then, in any such event, the ~~Company's~~ Debtors’ obligations hereunder shall survive cancellation of this Agreement, and shall not be discharged or satisfied by any prior payment thereof and/or cancellation of this Agreement, but shall remain a valid and binding obligation enforceable in accordance with the terms and provisions hereof. The ~~Company waives~~ Debtors waive all right to require ~~the~~ any Secured Party to proceed against any other person or entity or to apply any ~~Intellectual Property~~ Collateral which the Secured ~~Party~~ Parties may hold at any time, or to marshal assets, or to pursue any other remedy. The ~~Company waives~~ Debtors waive any defense arising by reason of the application of the statute of limitations to any obligation secured hereby.

Appears in 1 contract

Samples: Security Agreement (Ener1 Inc)

Security Interest Absolute. All rights of the Secured ~~Party~~ Parties and all Obligations of the ~~Company~~ Obligor hereunder, shall be absolute and unconditional, irrespective ~~of:~~ of (a) any lack of validity or enforceability of this Agreement, the Notes, ~~the Warrants~~ or any agreement entered into in connection with the foregoing, or any portion hereof or thereof; , (b) any change in the time, ~~manner~~ manner, or place of payment or performance of, or in any other term of, all or any of the Obligations, or any other amendment or waiver of or any consent to any departure from the Notes, the ~~Warrants~~ Transaction Documents (as defined in the Purchase Agreement), or any other agreement entered into in connection with the foregoing; , (c) any exchange, ~~release~~ release, or ~~nonperfection~~ nonperfection, of any of the ~~Intellectual Property~~Collateral, or any release or amendment or waiver of or consent to departure from any other ~~Intellectual Property~~ collateral for, or any guaranty, or any other security, for all or any of the Obligations; , (d) any action by the Secured ~~Party~~ Parties to obtain, adjust, ~~settle~~ settle, and cancel in ~~its~~ their sole discretion any insurance claims or matters made or arising in connection with the ~~Intellectual Property;~~ Collateral, or (e) any other circumstance which might otherwise constitute any legal or equitable defense available to the ~~Company~~Obligor, or a discharge of all or any part of the Security Interest granted hereby. Until the Obligations shall have been paid and performed in full, the rights of the Secured ~~Party~~ Parties shall continue even if the Obligations are barred for any reason, including, without limitation, the running of the statute of limitations or bankruptcy. The ~~Company~~ Obligor expressly waives presentment, protest, notice of protest, demand, notice of ~~nonpayment~~ nonpayment, and demand for performance. ~~In the event that at~~ If any time any transfer of any ~~Intellectual Property~~ Collateral or any payment received by the Secured ~~Party~~ Parties hereunder shall be deemed by final order of a court of competent jurisdiction to have been a voidable preference or fraudulent conveyance under the bankruptcy or insolvency laws of the United States, or shall be deemed to be otherwise due to any ~~party~~ parties other than the Secured ~~Party~~Parties, then, in any such event, the ~~Company's~~ Obligor’s obligations hereunder shall survive cancellation of this Agreement, and shall not be discharged or satisfied by any prior payment thereof and/or cancellation of this Agreement, but shall remain a valid and binding obligation enforceable in accordance with the terms and provisions hereof. The ~~Company~~ Obligor waives all right to require the Secured ~~Party~~ Parties to proceed against any other person or to apply any ~~Intellectual Property~~ Collateral which the Secured ~~Party~~ Parties may hold at any time, or to marshal assets, or to pursue any other remedy. The ~~Company~~ Obligor waives any defense arising by reason of the application of the statute of limitations to any ~~obligation~~ Obligation secured hereby.

Appears in 1 contract

Samples: Security Agreement (Eastside Distilling, Inc.)

Security Interest Absolute. All rights of ~~the~~ Secured Party hereunder, the Security Interest and all ~~Obligations~~ obligations of ~~the Company hereunder,~~ Grantor hereunder shall be absolute and ~~unconditional~~unconditional irrespective of (i) any filing by or against Grantor of any petition in bankruptcy or any action under federal or state law for the relief of Grantors or the seeking or consenting to of the appointment of an administrator, ~~irrespective of:~~ receiver, custodian or similar officer for the wind up of its business; (aii) any lack of validity or enforceability of ~~this Agreement, the Notes, the Warrants or~~ any agreement ~~entered into in connection~~ with respect to any of the ~~foregoing~~Obligations, ~~or any portion hereof or thereof;~~ (biii) any change in the time, manner or place of payment ~~or performance~~ of, or in any other term of, all or any of the Obligations, or any other amendment or waiver of or any consent to any departure from any agreement or instrument with respect to the ~~Notes~~Obligations, ~~the Warrants or any other agreement entered into in connection with the foregoing;~~ (~~c) any~~ iv)any exchange, release or ~~nonperfection~~ non-perfection of any ~~of the Intellectual Property,~~ lien or any release or amendment or waiver of or consent to under or departure from any ~~other Intellectual Property for~~guarantee, securing or ~~any guaranty, or any other security, for~~ guaranteeing all or any of the Obligations~~; (d) any action by the Secured Party to obtain~~, ~~adjust, settle and cancel in its sole discretion any insurance claims or matters made or arising in connection with the Intellectual Property;~~ or (ev) any other circumstance ~~which~~ that might otherwise constitute ~~any legal or equitable~~ a defense available ~~to the Company~~to, or a discharge of, Grantor in respect of the Obligations or this Agreement. If, after receipt of any payment of all or any part of the ~~Security Interest granted hereby. Until~~ Obligations, Secured Party is for any reason compelled to surrender such payment to any person or entity, because such payment is determined to be void or voidable as a preference, impermissible setoff, or a diversion of trust funds, or for any other reason, such payment shall be reinstated as part of the Obligations and this Agreement shall continue in full force notwithstanding any contrary action which may have been ~~paid and performed in full, the rights of the~~ taken by Secured Party ~~shall continue even if the Obligations are barred for~~ in reliance upon such payment, and any reason, including, without limitation, the running of the statute of limitations or bankruptcy. The Company expressly waives presentment, protest, notice of protest, demand, notice of nonpayment and demand for performance. In the event that at any time any transfer of any Intellectual Property or any payment received by the Secured Party hereunder such contrary action so taken shall be ~~deemed by final order of a court of competent jurisdiction~~ without prejudice to ~~have been a voidable preference or fraudulent conveyance~~ Secured Party’s rights under ~~the bankruptcy or insolvency laws of the United States, or~~ this Agreement and shall be deemed to ~~be otherwise due to any party other than the Secured Party, then, in any~~ have been conditioned upon such ~~event, the Company's obligations hereunder shall survive cancellation of this Agreement,~~ payment having become final and shall not be discharged or satisfied by any prior payment thereof and/or cancellation of this Agreement, but shall remain a valid and binding obligation enforceable in accordance with the terms and provisions hereof. The Company waives all right to require the Secured Party to proceed against any other person or to apply any Intellectual Property which the Secured Party may hold at any time, or to marshal assets, or to pursue any other remedy. The Company waives any defense arising by reason of the application of the statute of limitations to any obligation secured herebyirrevocable.

Appears in 1 contract

Samples: Master Security Agreement (Transcat Inc)

Security Interest Absolute. All rights of the Secured Party and all Obligations of the Company hereunder, shall be absolute and unconditional, irrespective of: (a) any lack of validity or enforceability of this Agreement, the ~~Notes, the Warrants~~ Note or any agreement entered into in connection with the foregoing, or any portion hereof or thereof; (b) any change in the time, manner or place of payment or performance of, or in any other term of, all or any of the Obligations, or any other amendment or waiver of or any consent to any departure from the ~~Notes, the Warrants~~ Note or any other agreement entered into in connection with the foregoing; (c) any exchange, release or nonperfection of any of the ~~Intellectual Property~~Collateral, or any release or amendment or waiver of or consent to departure from any other ~~Intellectual Property~~ collateral for, or any guaranty, or any other security, for all or any of the Obligations; (d) any action by the Secured Party to obtain, adjust, settle and cancel in its ~~sole~~ reasonable discretion any insurance claims or matters made or arising in connection with the ~~Intellectual Property~~Collateral; or (e) any other circumstance which might otherwise constitute any legal or equitable defense available to the Company, or a discharge of all or any part of the Security Interest granted hereby, other than payment in full of the Obligations. Until the Obligations shall have been paid and performed in full, the rights of the Secured Party shall continue even if the Obligations are barred for any reason, including, without limitation, the running of the statute of limitations or bankruptcy. The Company expressly waives presentment, protest, notice of protest, demand, notice of nonpayment and demand for performance. In the event that at any time any transfer of any ~~Intellectual Property~~ Collateral or any payment received by the Secured Party hereunder shall be deemed by final order of a court of competent jurisdiction to have been a voidable preference or fraudulent conveyance under the bankruptcy or insolvency laws of the United States, or shall be deemed to be otherwise due to any party other than the Secured Party, then, in any such event, the Company's ’s obligations hereunder shall survive cancellation of this Agreement, and shall not be discharged or satisfied by any prior payment thereof and/or cancellation of this Agreement, but shall remain a valid and binding obligation enforceable in accordance with the terms and provisions hereof. The Company waives all right to require the Secured Party to proceed against any other person or to apply any ~~Intellectual Property~~ Collateral which the Secured Party may hold at any time, or to marshal assets, or to pursue any other remedy~~. The Company waives any defense arising by reason of the application of the statute of limitations to any obligation secured hereby~~.

Appears in 1 contract

Samples: Securities Purchase Agreement (Liquidmetal Technologies Inc)

Security Interest Absolute. All rights of the ~~Secured Party~~ Collateral Agent hereunder, the Security Interest and all ~~Obligations~~ obligations of the ~~Company hereunder~~Grantors hereunder shall be, ~~shall be~~ to the extent not prohibited by law, absolute and ~~unconditional,~~ unconditional irrespective ~~of:~~ of (a) any lack of validity or enforceability of ~~this~~ the Credit Agreement, any other Loan Document, any agreement with respect to any of the ~~Notes, the Warrants~~ Obligations or any other agreement ~~entered into in connection with~~ or instrument relating to any of the foregoing, ~~or any portion hereof or thereof;~~ (b) any change in the time, manner or place of payment ~~or performance~~ of, or in any other term of, all or any of the Obligations, or any other amendment or waiver of or any consent to any departure from the ~~Notes~~Credit Agreement, ~~the Warrants~~ any other Loan Document or any other agreement ~~entered into in connection with the foregoing;~~ or instrument, (c) any exchange, release or ~~nonperfection~~ non-perfection of any ~~of the Intellectual Property~~Lien on other collateral, or any release or amendment or waiver of or consent to under or departure from any ~~other Intellectual Property for~~guarantee, securing or ~~any guaranty, or any other security, for~~ guaranteeing all or any of the Obligations; , (d) any ~~action by the~~ failure of any Secured Party to ~~obtain~~disclose to any Grantor any information relating to the business, ~~adjust~~condition (financial or otherwise), ~~settle and cancel in its sole discretion~~ operations, performance, properties or prospects of any ~~insurance claims~~ other Loan Party now or ~~matters made~~ hereafter known to such Secured Party (each Grantor waiving any duty on the part of the Secured Parties to disclose such information), (e) the failure of any other Person to execute or ~~arising in connection with the Intellectual Property;~~ deliver this Agreement or any other security document or agreement, or (ef) any other circumstance which might otherwise constitute any legal or equitable defense available to the Company, or a discharge of all or any part of the Security Interest granted hereby. Until the Obligations shall have been paid and performed in full, the rights of the Secured Party shall continue even if the Obligations are barred for any reason, (including, without limitation, ~~the running~~ any statute of limitations) that might otherwise constitute a defense available to, or a discharge of, any Grantor in respect of the ~~statute of limitations~~ Obligations or bankruptcy. The Company expressly waives presentment, protest, notice of protest, demand, notice of nonpayment and demand for performance. In the event that at any time any transfer of any Intellectual Property or any payment received by the Secured Party hereunder shall be deemed by final order of a court of competent jurisdiction to have been a voidable preference or fraudulent conveyance under the bankruptcy or insolvency laws of the United States, or shall be deemed to be otherwise due to any party this Agreement (other than the ~~Secured Party~~performance, ~~then,~~ payment in ~~any such event, the Company's obligations hereunder shall survive cancellation of this Agreement, and shall not be discharged~~ full in cash or satisfied by any prior payment thereof and/or cancellation of this Agreement, but shall remain a valid and binding obligation enforceable in accordance with the terms and provisions hereof. The Company waives all right to require the Secured Party to proceed against any other person or to apply any Intellectual Property which the Secured Party may hold at any time, or to marshal assets, or to pursue any other remedy. The Company waives any defense arising by reason full collateralization of the ~~application of~~ Obligations in a manner reasonably satisfactory to the ~~statute of limitations to any obligation secured hereby~~Collateral Agent).

Appears in 1 contract

Samples: Security Agreement (1295728 Alberta ULC)

Security Interest Absolute. ~~All~~ Until the Release Date, all rights of Collateral Agent and the other Secured ~~Party~~ Parties and the security interest hereunder, and all ~~Obligations~~ obligations of ~~the Company~~ Pledgor hereunder, shall be absolute and ~~unconditional,~~ unconditional irrespective ~~of:~~ of (a) any lack of validity or enforceability of ~~this Agreement~~any of the Note Documents, ~~the Notes, the Warrants~~ any Transaction Document or any other agreement ~~entered into in connection with the foregoing,~~ or ~~any portion hereof or thereof~~instrument relating thereto; (b) the exercise by any Secured Party of any remedy, power or privilege contained in any Note Document or available at law, equity or otherwise; (c) the failure of any Secured Party or any holder of any Note (i) to assert any claim or demand or to enforce any right or remedy against CCH Direct Parent, any Affiliate of CCH Direct Parent or any other Person under the provisions of any of the Note Documents, any Transaction Document or otherwise or (ii) to exercise any right or remedy against any other guarantor of, or collateral securing, any of the Secured Liabilities; (d) any change in the time, manner or place of payment ~~or performance~~ of, or in any other term ~~of, all or any~~ of the ~~Obligations~~Secured Liabilities (including any increase in the amount thereof), or any other amendment or waiver of or any consent to any departure from any of the ~~Notes, the Warrants~~ Note Documents or any other ~~agreement entered into~~ Transaction Document, except for any amendment, waiver, consent to departure effected in ~~connection~~ accordance with the ~~foregoing~~applicable Note Documents and Transaction Documents; (ce) any action by Collateral Agent to take and hold security or Collateral for the payment of the Secured Liabilities, or to sell, exchange, ~~release~~ release, dispose of, or ~~nonperfection~~ otherwise deal with, any property pledged or in which Collateral Agent has been granted a Lien, to secure any indebtedness to Collateral Agent of Pledgor, CCH Direct Parent, any of its Affiliates or any other Person party to a Note Document; (f) any reduction, limitation, impairment or termination of any of the ~~Intellectual Property~~Secured Liabilities for any reason other than the written agreement of the Secured Parties to reduce, limit or terminate such Secured Liabilities and Pledgor hereby waives any right to or claim of, any defense or setoff, counterclaim, recoupment, or termination whatsoever by reason of the invalidity, illegality, nongenuineness, irregularity, compromise, unenforceability of, or any other event or occurrence (other than the occurrence of the Release Date) affecting, any Note Obligation of CCH Direct Parent, any Affiliate of CCH Direct Parent or otherwise; (g) any any exchange, surrender, release or non-perfection of any Collateral, or any release, amendment or waiver or addition of or consent to departure from any other ~~Intellectual Property for,~~ security interest held by any Secured Party or any ~~guaranty~~holder of any Note securing any of the Secured Liabilities; (h) any bankruptcy or insolvency of CCH Direct Parent, Pledgor or any other security, for all or any of the Obligations; (d) any action by the Secured Party to obtain, adjust, settle and cancel in its sole discretion any insurance claims or matters made or arising in connection with the Intellectual PropertyPerson; or (ei) any other circumstance which might otherwise constitute ~~any legal or equitable~~ a defense available ~~to the Company~~to, or a discharge ~~of all or any part of the Security Interest granted hereby. Until the Obligations shall have been paid and performed in full~~of, the rights of the Secured Party shall continue even if the Obligations are barred for any reason, including, without limitation, the running of the statute of limitations or bankruptcy. The Company expressly waives presentment, protest, notice of protest, demand, notice of nonpayment and demand for performance. In the event that at any time any transfer of any Intellectual Property or any payment received by the Secured Party hereunder shall be deemed by final order of a court of competent jurisdiction to have been a voidable preference or fraudulent conveyance under the bankruptcy or insolvency laws of the United States, or shall be deemed to be otherwise due to any party Pledgor (other than the ~~Secured Party, then, in any such event, the Company's obligations hereunder shall survive cancellation~~ defense of this Agreement, and shall not be discharged or satisfied by any prior payment thereof and/or cancellation of this Agreement, but shall remain a valid and binding obligation enforceable in accordance with the terms and provisions hereof. The Company waives all right to require the Secured Party to proceed against any other person or to apply any Intellectual Property which the Secured Party may hold at any time, or to marshal assets, or to pursue any other remedy. The Company waives any defense arising by reason of the application of the statute of limitations to any obligation secured herebypayment).

Appears in 1 contract

Samples: Pledge Agreement (Cheniere Energy Inc)

Security Interest Absolute. All rights of the ~~Secured Party~~ Collateral Agent and all Obligations of the ~~Company~~ Debtor hereunder, shall be absolute and unconditional, irrespective of: (a) any lack of validity or enforceability of this Agreement, the ~~Notes, the Warrants~~ Notes or any agreement entered into in connection with the foregoing, or any portion hereof or thereof; (b) any change in the time, manner or place of payment or performance of, or in any other term of, all or any of the Obligations, or any other amendment or waiver of or any consent to any departure from the ~~Notes, the Warrants~~ Notes or any other agreement entered into in connection with the foregoing; (c) any exchange, release or nonperfection of any of the ~~Intellectual Property~~Collateral, or any release or amendment or waiver of or consent to departure from any other ~~Intellectual Property~~ collateral for, or any guaranty, or any other security, for all or any of the Obligations; (d) any action by the ~~Secured Party~~ Collateral Agent to obtain, adjust, settle and cancel in its sole discretion any insurance claims or matters made or arising in connection with the ~~Intellectual Property~~Collateral; or (e) any other circumstance which might otherwise constitute any legal or equitable defense available to the ~~Company~~Debtor, or a discharge of all or any part of the Security Interest granted hereby. Until the Obligations shall have been paid and performed in full, the rights of the Secured Party shall continue even if the Obligations are barred for any reason, including, without limitation, the running of the statute of limitations or bankruptcy. The ~~Company~~ Debtor expressly waives presentment, protest, notice of protest, demand, notice of nonpayment and demand for performance. In the event that at any time any transfer of any ~~Intellectual Property~~ Collateral or any payment received by the ~~Secured Party~~ Collateral Agent hereunder shall be deemed by final order of a court of competent jurisdiction to have been a voidable preference or fraudulent conveyance under the bankruptcy or insolvency laws of the United States, or shall be deemed to be otherwise due to any party other than the ~~Secured Party~~Collateral Agent, then, in any such event, the ~~Company's~~ Debtor’s obligations hereunder shall survive cancellation of this Agreement, and shall not be discharged or satisfied by any prior payment thereof and/or cancellation of this Agreement, but shall remain a valid and binding obligation enforceable in accordance with the terms and provisions hereof. The ~~Company~~ Debtor waives all right to require the ~~Secured Party~~ Collateral Agent to proceed against any other person or to apply any ~~Intellectual Property~~ Collateral which the ~~Secured Party~~ Collateral Agent may hold at any time, or to marshal assets, or to pursue any other remedy. The ~~Company~~ Debtor waives any defense arising by reason of the application of the statute of limitations to any obligation secured hereby.

Appears in 1 contract

Samples: Security Agreement (Synvista Therapeutics, Inc.)

Security Interest Absolute. All rights of the Secured Party ~~and all Obligations of the Company hereunder,~~ shall be absolute and unconditional, irrespective of: (a) any lack of validity or enforceability of this Agreement, the ~~Notes, the Warrants~~ Note or any agreement entered into in connection with the foregoing, or any portion hereof or thereof; (b) any change in the time, manner or place of payment or performance of, or in any other term of, all or any of the Obligations, or any other amendment or waiver of or any consent to any departure from the ~~Notes, the Warrants~~ Note or any other agreement entered into in connection with the foregoing; (c) any exchange, release or ~~nonperfection~~ non-perfection of any of the ~~Intellectual Property~~Collateral, or any release or amendment or waiver of or consent to departure from any other ~~Intellectual Property~~ collateral for, or any guaranty, or any other security, for all or any of the Obligations; (d) any action by the Secured Party to obtain, adjust, settle and cancel in its sole discretion any insurance claims or matters made or arising in connection with the ~~Intellectual Property~~Collateral; or (e) any other circumstance which might otherwise constitute any legal or equitable defense available to the Company, or a discharge of all or any part of the Security Interest granted hereby. Until the Obligations shall have been paid and performed in full, the rights of the Secured Party shall continue even if the Obligations are barred for any reason, including, without limitation, the running of the statute of limitations or bankruptcy. The Company expressly waives presentment, protest, notice of protest, demand, notice of nonpayment and demand for performance. In the event that at any time any transfer of any ~~Intellectual Property~~ Collateral or any payment received by the Secured Party hereunder shall be deemed by final order of a court of competent jurisdiction to have been a voidable preference or fraudulent conveyance under the bankruptcy or insolvency laws of the United States, or shall be deemed to be otherwise due to any party other than the Secured Party, then, in any such event, the Company's ’s obligations hereunder shall survive cancellation of this Agreement, and shall not be discharged or satisfied by any prior payment thereof and/or cancellation of this Agreement, but shall remain a valid and binding obligation enforceable in accordance with the terms and provisions hereof. The Company waives all right to require the Secured Party to proceed against any other person or entity or to apply any ~~Intellectual Property~~ Collateral which the Secured Party may hold at any time, or to marshal assets, or to pursue any other remedy. The Company waives any defense arising by reason of the application of the statute of limitations to any obligation secured hereby.

Appears in 1 contract

Samples: Business Purchase Agreement (Arvana Inc)

Security Interest Absolute. ~~All~~ Except as otherwise required by law, all rights of the Secured ~~Party~~ Parties and all ~~Obligations~~ obligations of the ~~Company~~ Debtors hereunder, shall be absolute and unconditional, irrespective of: (a) any lack of validity or enforceability of this Agreement, the ~~Notes, the Warrants~~ Debentures or any agreement entered into in connection with the foregoing, or any portion hereof or thereof; (b) any change in the time, manner or place of payment or performance of, or in any other term of, all or any of the Obligations, or any other amendment or waiver of or any consent to any departure from the ~~Notes, the Warrants~~ Debentures or any other agreement entered into in connection with the foregoing; (c) any exchange, release or nonperfection of any of the ~~Intellectual Property~~Collateral, or any release or amendment or waiver of or consent to departure from any other ~~Intellectual Property~~ collateral for, or any guaranty, or any other security, for all or any of the Obligations; (d) any action by the Secured ~~Party~~ Parties to obtain, adjust, settle and cancel in its sole discretion any insurance claims or matters made or arising in connection with the ~~Intellectual Property~~Collateral; or (e) any other circumstance which might otherwise constitute any legal or equitable defense available to ~~the Company~~a Debtor, or a discharge of all or any part of the Security Interest granted hereby. Until the Obligations shall have been paid and performed in full, the rights of the Secured ~~Party~~ Parties shall continue even if the Obligations are barred for any reason, including, without limitation, the running of the statute of limitations or bankruptcy. ~~The Company~~ Each Debtor expressly waives presentment, protest, notice of protest, demand, notice of nonpayment and demand for performance. In the event that at any time any transfer of any ~~Intellectual Property~~ Collateral or any payment received by the Secured ~~Party~~ Parties hereunder shall be deemed by final order of a court of competent jurisdiction to have been a voidable preference or fraudulent conveyance under the bankruptcy or insolvency laws of the United States, or shall be deemed to be otherwise due to any party other than the Secured ~~Party~~Parties, then, in any such event, ~~the Company's~~ each Debtor’s obligations hereunder shall survive cancellation of this Agreement, and shall not be discharged or satisfied by any prior payment thereof and/or cancellation of this Agreement, but shall remain a valid and binding obligation enforceable in accordance with the terms and provisions hereof. ~~The Company~~ Each Debtor waives all right to require the Secured ~~Party~~ Parties to proceed against any other person or entity or to apply any ~~Intellectual Property~~ Collateral which the Secured ~~Party~~ Parties may hold at any time, or to marshal assets, or to pursue any other remedy. ~~The Company~~ Each Debtor waives any defense arising by reason of the application of the statute of limitations to any obligation secured hereby. The Secured Parties shall promptly notify the Debtors of the sale of any Collateral and the amount received therefor.

Appears in 1 contract

Samples: Security Agreement (Dobi Medical International Inc)

Security Interest Absolute. All rights of the Secured ~~Party~~ Parties and all Obligations of the Company hereunder, shall be absolute and unconditional, irrespective of: (a) any lack of validity or enforceability of this Agreement, the ~~Notes~~Debentures, the ~~Warrants~~ Warrants, or any agreement entered into in connection with the foregoing, or any portion hereof or thereof; (b) any change in the time, manner or place of payment or performance of, or in any other term of, all or any of the Obligations, or any other amendment or waiver of or any consent to any departure from the ~~Notes~~Debentures, the ~~Warrants~~ Warrants, or any other agreement entered into in connection with the foregoing; (c) any exchange, release or nonperfection of any of the ~~Intellectual Property~~Collateral, or any release or amendment or waiver of or consent to departure from any other ~~Intellectual Property~~ collateral for, or any guaranty, or any other security, for all or any of the Obligations; (d) any action by the Secured ~~Party~~ Parties to obtain, adjust, settle and cancel in its sole discretion any insurance claims or matters made or arising in connection with the ~~Intellectual Property~~Collateral; or (e) any other circumstance which might otherwise constitute any legal or equitable defense available to the Company, or a discharge of all or any part of the Security Interest granted hereby. Until the Obligations shall have been paid and performed in full, the rights of the Secured ~~Party~~ Parties shall continue even if the Obligations are barred for any reason, including, without limitation, the running of the statute of limitations or bankruptcy. The Company expressly waives presentment, protest, notice of protest, demand, notice of nonpayment and demand for performance. In the event that at any time any transfer of any ~~Intellectual Property~~ Collateral or any payment received by the Secured ~~Party~~ Parties hereunder shall be deemed by final order of a court of competent jurisdiction to have been a voidable preference or fraudulent conveyance under the bankruptcy or insolvency laws of the United States, or shall be deemed to be otherwise due to any party other than the Secured ~~Party~~Parties, then, in any such event, the Company's obligations hereunder shall survive cancellation of this Agreement, and shall not be discharged or satisfied by any prior payment thereof and/or cancellation of this Agreement, but shall remain a valid and binding obligation enforceable in accordance with the terms and provisions hereof. The Company waives all right to require the Secured ~~Party~~ Parties to proceed against any other person or to apply any ~~Intellectual Property~~ Collateral which the Secured ~~Party~~ Parties may hold at any time, or to marshal assets, or to pursue any other remedy. The Company waives any defense arising by reason of the application of the statute of limitations to any obligation secured hereby.

Appears in 1 contract

Samples: Security Agreement (Visijet Inc)

Security Interest Absolute. All rights of the ~~Secured Party~~ Administrative Agent and the security interests granted to the Administrative Agent hereunder, and all ~~Obligations~~ obligations of the ~~Company~~ Pledgors hereunder, shall be absolute and unconditional, irrespective of: (a) any lack of validity or enforceability of ~~this~~ the Second Lien Credit Agreement, ~~the Notes, the Warrants~~ any Note or any ~~agreement entered into in connection with the foregoing, or any portion hereof or thereof~~other Loan Document; (b) the failure of any Lender Party or any holder of any Note (i) to assert any claim or demand or to enforce any right or remedy against the Borrower, any other Loan Party or any other Person under the provisions of the Second Lien Credit Agreement, any Note, any other Loan Document or otherwise, or (ii) to exercise any right or remedy against any other guarantor of, or collateral securing, any Obligations of the Borrower or any other Loan Party; (c) any change in the time, manner or place of payment ~~or performance~~ of, or in any other term of, all or any of the ~~Obligations~~Obligations or any other extension, compromise or renewal of any Obligation of the Borrower or any other Loan Party; (d) any reduction, limitation, impairment or termination of any Obligations of the Borrower or any other Loan Party for any reason, including any claim of waiver, release, surrender, alteration or compromise, and shall not be subject to (and each Pledgor hereby waives any right to or claim of) any defense or setoff, counterclaim, recoupment or termination whatsoever by reason of the invalidity, illegality, nongenuineness, irregularity, compromise, unenforceability of, or any other event or occurrence affecting, any Obligations of the Borrower, any other Loan Party or otherwise; (e) any amendment to, rescission, waiver, or ~~waiver of~~ other modification of, or any consent to departure from, any ~~departure from~~ of the ~~Notes~~terms of the Second Lien Credit Agreement, ~~the Warrants~~ any Note or any other ~~agreement entered into in connection with the foregoing~~Loan Document; (cf) any addition, exchange, ~~release~~ release, surrender or ~~nonperfection~~ non-perfection of any of collateral (including the ~~Intellectual Property~~Collateral), or any ~~release or~~ amendment to or waiver or release of or addition to or consent to departure from any ~~other Intellectual Property for, or any~~ guaranty, ~~or any other security,~~ for ~~all or~~ any of the Obligations; ~~(d) any action by the Secured Party to obtain, adjust, settle and cancel in its sole discretion any insurance claims or matters made or arising in connection with the Intellectual Property;~~ or (eg) any other ~~circumstance~~ circumstances which might otherwise constitute ~~any~~ a defense available to, or a legal or equitable ~~defense available to~~ discharge of, the ~~Company~~Borrower, ~~or a discharge of all~~ any other Loan Party, any surety or any part of the Security Interest granted hereby. Until the Obligations shall have been paid and performed in full, the rights of the Secured Party shall continue even if the Obligations are barred for any reason, including, without limitation, the running of the statute of limitations or bankruptcy. The Company expressly waives presentment, protest, notice of protest, demand, notice of nonpayment and demand for performance. In the event that at any time any transfer of any Intellectual Property or any payment received by the Secured Party hereunder shall be deemed by final order of a court of competent jurisdiction to have been a voidable preference or fraudulent conveyance under the bankruptcy or insolvency laws of the United States, or shall be deemed to be otherwise due to any party other than the Secured Party, then, in any such event, the Company's obligations hereunder shall survive cancellation of this Agreement, and shall not be discharged or satisfied by any prior payment thereof and/or cancellation of this Agreement, but shall remain a valid and binding obligation enforceable in accordance with the terms and provisions hereof. The Company waives all right to require the Secured Party to proceed against any other person or to apply any Intellectual Property which the Secured Party may hold at any time, or to marshal assets, or to pursue any other remedy. The Company waives any defense arising by reason of the application of the statute of limitations to any obligation secured herebyguarantor.

Appears in 1 contract

Samples: Second Lien Credit Agreement (Concho Resources Inc)

Security Interest Absolute. All rights of ~~the~~ Secured Party hereunder, the Security Interest and all ~~Obligations~~ obligations of ~~the Company hereunder,~~ Debtor hereunder shall be absolute and ~~unconditional~~unconditional irrespective of (i) any filing by or against Debtor of any petition in bankruptcy or any action under federal or state law for the relief of debtors or the seeking or consenting to of the appointment of an administrator, ~~irrespective of:~~ receiver, custodian or similar officer for the wind up of its business; (aii) any lack of validity or enforceability of ~~this Agreement, the Notes, the Warrants or~~ any agreement ~~entered into in connection~~ with respect to any of the ~~foregoing~~Obligations, ~~or any portion hereof or thereof;~~ (biii) any change in the time, manner or place of payment ~~or performance~~ of, or in any other term of, all or any of the Obligations, or any other amendment or waiver of or any consent to any departure from any agreement or instrument with respect to the ~~Notes~~Obligations, ~~the Warrants or any other agreement entered into in connection with the foregoing;~~ (~~c) any~~ iv)any exchange, release or ~~nonperfection~~ non-perfection of any ~~of the Intellectual Property,~~ lien or any release or amendment or waiver of or consent to under or departure from any ~~other Intellectual Property for~~guarantee, securing or ~~any guaranty, or any other security, for~~ guaranteeing all or any of the Obligations~~; (d) any action by the Secured Party to obtain~~, ~~adjust, settle and cancel in its sole discretion any insurance claims or matters made or arising in connection with the Intellectual Property;~~ or (ev) any other circumstance ~~which~~ that might otherwise constitute ~~any legal or equitable~~ a defense available ~~to the Company~~to, or a discharge of, Debtor in respect of the Obligations or this Agreement. If, after receipt of any payment of all or any part of the ~~Security Interest granted hereby. Until~~ Obligations, Secured Party is for any reason compelled to surrender such payment to any person or entity, because such payment is determined to be void or voidable as a preference, impermissible setoff, or a diversion of trust funds, or for any other reason, such payment shall be reinstated as part of the Obligations and this Agreement shall continue in full force notwithstanding any contrary action which may have been ~~paid and performed in full, the rights of the~~ taken by Secured Party ~~shall continue even if the Obligations are barred for~~ in reliance upon such payment, and any reason, including, without limitation, the running of the statute of limitations or bankruptcy. The Company expressly waives presentment, protest, notice of protest, demand, notice of nonpayment and demand for performance. In the event that at any time any transfer of any Intellectual Property or any payment received by the Secured Party hereunder such contrary action so taken shall be ~~deemed by final order of a court of competent jurisdiction~~ without prejudice to ~~have been a voidable preference or fraudulent conveyance~~ Secured Party's rights under ~~the bankruptcy or insolvency laws of the United States, or~~ this Agreement and shall be deemed to ~~be otherwise due to any party other than the Secured Party, then, in any~~ have been conditioned upon such ~~event, the Company's obligations hereunder shall survive cancellation of this Agreement,~~ payment having become final and shall not be discharged or satisfied by any prior payment thereof and/or cancellation of this Agreement, but shall remain a valid and binding obligation enforceable in accordance with the terms and provisions hereof. The Company waives all right to require the Secured Party to proceed against any other person or to apply any Intellectual Property which the Secured Party may hold at any time, or to marshal assets, or to pursue any other remedy. The Company waives any defense arising by reason of the application of the statute of limitations to any obligation secured herebyirrevocable.

Appears in 1 contract

Samples: General Security Agreement (Peoples Educational Holdings)

Security Interest Absolute. All rights of the Secured ~~Party~~ Parties in the Security Interests granted hereunder, and ~~all Obligations~~ each of the ~~Company hereunder~~Secured Obligations, shall be absolute and ~~unconditional,~~ unconditional irrespective of: ~~(a)~~ any lack of validity or enforceability of ~~this Agreement,~~ the ~~Notes, the Warrants~~ Credit Agreement or any ~~agreement entered into in connection with the foregoing~~other Loan Document, or any ~~portion hereof~~ other agreement or ~~thereof~~instrument relating thereto; ~~(b)~~ any change in the time, manner or place of payment ~~or performance~~ of, or in any other term of, all or any of the Secured Obligations, or any other amendment or waiver of or any consent to ~~any~~ departure ~~from the Notes~~from, the ~~Warrants~~ Credit Agreement or any other ~~agreement entered into~~ Loan Document, including, but not limited to, (i) an increase or decrease in ~~connection with~~ the ~~foregoing;~~ amount of the Secured Obligations and (cii) ~~any exchange, release or nonperfection~~ an amendment of any of Loan Document to permit the ~~Intellectual Property,~~ Agent or the Lenders or any ~~release~~ one or ~~amendment~~ more of them to extend further or ~~waiver~~ additional credit to the Borrower in any form which credit shall thereupon be and become subject to the Credit Agreement and the other Loan Documents as a Secured Obligation; any taking and holding of collateral or ~~consent to departure from~~ guarantees (including without limitation any ~~other Intellectual Property for, or any guaranty, or any other security,~~ collateral pledged as security for the Secured Obligations under the Security Instruments) for all or any of the Secured Obligations; or any amendment, alteration, exchange, substitution, transfer, enforcement, waiver, subordination, termination or release of any collateral or such guarantees (d) including without limitation any ~~action~~ collateral pledged as security for the Secured Obligations under the Security Instruments), or any non-perfection of any collateral, or any consent to departure from any such guaranty (including without limitation any collateral pledged as security for the Secured Obligations under the Security Instruments); any manner of application of collateral, or proceeds thereof, to all or any of the Secured Obligations, or the manner of sale of any collateral; any consent by the Secured ~~Party~~ Parties to ~~obtain~~the change, ~~adjust~~restructure or termination of the corporate structure or existence of the Borrower or any Grantor and any corresponding restructure of the Secured Obligations, ~~settle~~ or any other restructure or refinancing of the Secured Obligations or any portion thereof; any modification, compromise, settlement or release by the Secured Parties, by operation of law or otherwise, collection or other liquidation of the Secured Obligations or the liability of the Borrower, any Grantor or any guarantor of the Secured Obligations (including without limitation any guarantor under the Facility Guaranty, other than the Grantor against which this Agreement is to be enforced), or of any collateral for the Secured Obligation (including without limitation any collateral pledged as security for the Secured Obligations under the Security Instruments), in whole or in part, and ~~cancel~~ any refusal of payment by the Agent or any Lender in ~~its sole discretion~~ whole or in part, from any ~~insurance claims~~ obligor or ~~matters made or arising~~ guarantor (including without limitation any guarantor under the Facility Guaranty, other than the Grantor against which this Agreement is sought to be enforced) in connection with any of the ~~Intellectual Property~~Secured Obligations, whether or not with notice to, or further assent by, or any reservation of rights against, any Grantor; or ~~(e)~~ any other circumstance ~~which~~ (including without limitation any statute of limitations) that might otherwise constitute ~~any legal or equitable~~ a defense available ~~to the Company~~to, or a discharge ~~of all or~~ of, the Borrower, any ~~part~~ guarantor of the Borrower's Obligations (including without limitation any Guarantor) or a Grantor. The granting of a Security Interest ~~granted hereby. Until~~ in the ~~Obligations shall have been paid and performed in full, the rights of the Secured Party~~ Collateral shall continue ~~even~~ to be effective or be reinstated, as the case may be, if the Obligations are barred for any reason, including, without limitation, the running of the statute of limitations or bankruptcy. The Company expressly waives presentment, protest, notice of protest, demand, notice of nonpayment and demand for performance. In the event that at any time any ~~transfer~~ payment of any ~~Intellectual Property or any payment received by~~ of the Secured ~~Party hereunder shall~~ Obligations is rescinded or must otherwise be ~~deemed~~ returned by final order of a court of competent jurisdiction to have been a voidable preference or fraudulent conveyance under the bankruptcy or insolvency laws of the United States, or shall be deemed to be otherwise due to any ~~party other than the~~ Secured Party, ~~then~~upon the insolvency, ~~in any such event, the Company's obligations hereunder shall survive cancellation of this Agreement, and shall not be discharged~~ bankruptcy or satisfied by any prior payment thereof and/or cancellation of this Agreement, but shall remain a valid and binding obligation enforceable in accordance with the terms and provisions hereof. The Company waives all right to require the Secured Party to proceed against any other person or to apply any Intellectual Property which the Secured Party may hold at any time, or to marshal assets, or to pursue any other remedy. The Company waives any defense arising by reason reorganization of the ~~application of the statute of limitations to~~ Borrower or any ~~obligation secured hereby~~Grantor or otherwise, all as though such payment had not been made.

Appears in 1 contract

Samples: Guaranty Agreement (Windmere Durable Holdings Inc)

Common use of Security Interest Absolute Clause in Contracts