Security Interest and Liens. The Borrower further warrants and represents that, except for the Permitted Encumbrances, the security interests granted herein constitute and shall at all times constitute the first and only liens on the Collateral; that, except for the Permitted Encumbrances, the Borrower is the absolute owner of the Collateral with full right to pledge, sell, consign, transfer and create a security interest therein, free and clear of any and all claims or liens in favor of others; and that the Equipment does not comprise a part of the Inventory of the Borrower and that the Equipment is and will only be used by the Borrower in its business and will not be held for sale or lease, or removed from its premises, or otherwise disposed of by the Borrower without the prior written approval of CITBC.
Security Interest and Liens. The Security Instruments create, as security for the Obligations, valid and enforceable first perfected first priority security interests in and Liens on all of the Collateral in favor of the Lender and subject to no other Liens other than Permitted Liens. Such security interests in and Liens on the Collateral shall be superior to and prior to the rights of all third parties in the Collateral, and, other than in connection with any future change in the name of the a Loan Party or the location in which a Loan Party is organized or registered, no further recordings or filings are or will be required in connection with the creation, perfection or enforcement of such security interests and Liens, other than the filing of continuation statements in accordance with applicable Laws.
Security Interest and Liens. Each of the Security Documents creates and grants to the Administrative Agent, for its own benefit and for the benefit of the Lenders, a legal, valid and enforceable first priority (except as permitted pursuant to Section 6.02 hereof) Security Interest in the Collateral identified therein, and when the appropriate recordings and filings have been effected in the applicable public offices, each of the Security Documents will constitute a perfected Security Interest in all such Collateral, prior and superior to all other Security Interests, except as permitted under the Financing Documents. Such Collateral is not subject to any other Liens whatsoever and neither such Credit Party nor any of its Subsidiaries has made or assumed any contract or other arrangement that could give rise to any such Liens, except Liens permitted by Section 6.02 hereof. Neither such Credit Party nor any of its Subsidiaries is under any contractual restriction which would prohibit it from granting such perfected first priority Security Interests in the Collateral except as disclosed on Exhibit Q annexed hereto.
Security Interest and Liens. Title and ownership of any Product delivered to Buyer shall be and remain in Seller until the Total Purchase Price for the Product has been fully paid, at which time title to the Product shall pass to Buyer. To secure performance of Buyer's obligations, including without limitation Buyer’s obligation to pay the Total Purchase Price, upon the terms and conditions set forth in this Agreement, Seller shall have and Buyer hereby gives to Seller (i) a secured interest in the Product and permission to perfect such secured interest in any way allowed by applicable law, including electronic filing and all other paperless methods (Seller is authorized to describe the Product in any such financing statements or amendments as "all assets" or "all personal property" of Buyer), and (ii) a Limited Power of Attorney to execute standard forms as necessary to perfect, assign, amend, continue, or terminate Seller’s security interest, without Xxxxx’s signature. The security interest provided by Buyer to Seller hereunder shall not be terminated by Xxxxx’s subsequent resale of the Product to a sub-buyer, sub- distributor or dealer, end user or any other person. If, before the Total Purchase Price is paid, Buyer sells or otherwise transfers ownership (or other rights) to its business assets, or to the Product, Buyer shall deliver to Seller written notice of such intention at least thirty (30) days prior to the event of sale or such transfer. At the time of the sale or transfer and from the proceeds therefrom, Buyer shall pay to Seller an amount of money equal to the Total Purchase Price for all Product ordered and in transit or delivered to Buyer. Xxxxx agrees to timely provide in writing to Seller information regarding bonding companies, general contractors or owners for the purpose of filing preliminary notices and claims on payment bonds or mechanic’s and material supplier’s liens.
Security Interest and Liens. Section 10.4 of the Credit Agreement is hereby amended by deleting the word "and" from the end of ss.10.4(h), replacing the period at the end of ss.10.4(i) (as added by the Third Amendment) with the phrase "; and", and adding the following new ss.10.4(j):
Security Interest and Liens a. Company acknowledges that NewRoads may haves a warehousemen's statutory lien on the Merchandise, as provided for by the laws of the States in which the Merchandise is being warehoused.
Security Interest and Liens. (i) The Borrower further warrants and represents that, from and after entry of the Interim Order, except for the Permitted Encumbrances, the security interests granted herein constitute and shall at all times constitute the first liens on the Collateral; that, except for the Permitted Encumbrances and the Tax Liens (as to which, from and after entry of the Interim Order, the Borrower warrants and represents that the liens granted under this Financing Agreement shall be senior to and shall prime the Tax Liens), the Borrower is the absolute owner of the Collateral with full right to pledge, sell, consign, transfer and create a security interest therein, free and clear of any and all claims or liens in favor of others; and that the Equipment does not comprise a part of the Inventory of the Borrower and that the Equipment is and will only be used by the Borrower in its business and will not be held for sale or lease, or removed from its premises, or otherwise disposed of by the Borrower without the prior written approval of Lenders Agent or as otherwise expressly permitted by this Financing Agreement.
Security Interest and Liens a. Company acknowledges that Accretive Commerce has a warehousemen’s statutory lien on the Merchandise, as provided for by the laws of the states in which the Merchandise is being warehoused.
Security Interest and Liens. Borrower hereby grants to Lenders a security interest in the Funds Held Account to secure the obligations of Borrower to Lenders. Lenders will not accept liens or claims on the Funds Held Account from other creditors of the Borrower. Borrower acknowledges that there are no other claims against the Funds Held Account as of the date of this Master Agreement. For so long as funds are on deposit in the Funds Held Account, the Borrower hereby appoints the Lenders and each of them as its attorneys-in-fact for the following purposes: to do all acts and things which the Lenders may deem necessary or advisable to perfect and continue to perfect the security interest created by this Agreement and, upon an Event of Default to preserve, process, develop, maintain and protect the collateral, to protect the Lenders' security interest therein and to take such actions as will enable the Lenders to receive the benefit of their security interest in the funds in the Funds Held Account.
Security Interest and Liens. The Security Documents are effective to create, as security for the obligations of the Loan Parties to the Administrative Agent and the Lenders under the Loan Documents, valid and enforceable security interests in and Liens on all of the Collateral in favor of the Administrative Agent, subject to no other Liens, other than Permitted Liens, and such security interests in and Liens on the Collateral shall be superior to and prior to the rights of all third parties (other than for such Permitted Liens or Liens arising by operation of law under the UCC or other applicable Law) and, upon the recordations and filings contemplated by Section 5.7(d), the security interests and Liens created under the Security Documents shall constitute perfected security interest and Liens to the extent the perfection thereof is achieved through the filing of financing statements under the Uniform Commercial Code as in effect in the jurisdiction in which the applicable Loan Party is located for purposes of the UCC.
