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. (a) Each Security Agreement is effective to create in favor of the Lender, for the ratable benefit of the Secured Parties, a legal, valid and enforceable security interest in the Collateral (as defined in such Security Agreement , subject to applicable bankruptcy, insolvency, reorganization, moratorium or other laws affecting creditors' rights generally and subject to general principles of equity, regardless of whether considered in a proceeding in equity or at law and, when (i) the property constituting such Collateral (for which possession is required for perfection) is delivered to the Lender, (ii) the financing statements in appropriate form are filed in the offices specified on Schedule 6 to the Perfection Certificate and (iii) all other applicable filings under the Uniform Commercial Code or otherwise that are required under the Loan Documents are made, the security interests and liens granted pursuant to each Security Agreement shall constitute a fully perfected Lien on, and security interest in, all right, title and interest of the grantors thereunder in such Collateral, in each case prior and superior in right to any other Person, other than with respect to Liens expressly permitted by Section 7.3.
(b) When each Security Agreement is filed in the United States Patent and Trademark Office and the United States Copyright Office, the security interests and liens granted pursuant to each Security Agreement shall constitute a fully perfected Lien on, and security interest in, all right, title and interest of the Borrower and the Guarantors in the Intellectual Property (as defined in each Security Agreement) in which a security interest may be perfected by filing, recording or registering a security agreement, financing statement or analogous document in the United States Patent and Trademark Office or the United States Copyright Office, as applicable, in each case prior and superior in right to any other Person, other than with respect to Liens expressly permitted by Section 7.3.
Security Interest and Liens. Each of the Security Documents creates and grants to 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 with respect to such Collateral, except as permitted under the Financing Documents. Such Collateral is not subject to any other Liens whatsoever and no Credit Party or any of its Affiliates has made or assumed any contract or other arrangement that could give rise to any Lien on all or any portion of the Collateral, except Liens permitted by Section 6.02 hereof. No Credit Party or any of its Affiliates 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 P 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. (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.
(ii) The Obligations of the Borrower will constitute allowed administrative expenses in the Case having priority over all administrative expenses and unsecured claims against the Borrower now existing or hereafter arising, of any kind or nature whatsoever, including, without limitation, all administrative expenses of the kind specified in Sections 503(b), 507(b) and 546(c) of the Bankruptcy Code, subject, as to priority, only to Carve-Out expenses having priority over the Obligations to the extent set forth in paragraph 2 of Section 6.
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. The Security Agreement, the Durocraft Security Agreement and the Pledge Agreement create in favor of the Agent and the Lenders valid 'and enforceable Liens on the Collateral described therein which secure the payment and performance of the Obligations, including without limitation, all future Advances pursuant to this Agreement and the Notes and all extensions, renewals and other modifications thereof Upon the filing of Uniform Commercial Code Financing Statements naming Borrower or Durocraft, as Craftmade International, Inc. Second Amended and Restated Credit Agreement
