Security Interest Perfection. In order to secure the full and punctual payment and performance of the Obligations, the Maker hereby grants to the Holder a continuing security interest in and to all right, title and interest of the Maker in, to or under the following property, whether now owned or existing or hereafter acquired or arising and regardless of where located, together with all additions thereto, substitutions therefore and replacements thereof: (i) Accounts; (ii)Chattel Paper; (iii) Inventory; (iv) Equipment; (v) Instruments; (vi) Investment Property; (vii) Documents; (viii) Deposit Accounts; (ix) Letter of Credit Rights; (x) General Intangibles, including but not limited to intellectual property; (xi) Supporting Obligations; and (xii) all Proceeds and products of all or any of the Collateral described in clauses (i) through (xi) hereof. Each of the capitalized terms in this Section 2(a) not defined herein shall have the meanings ascribed to such terms by Article 9 of the UCC. The security interests granted hereby are granted as security only and shall not subject the Holder to, or transfer or in any way affect or modify, any obligation or liability of the Maker with respect to any of the Collateral or any transaction in connection therewith. In order to perfect the Holder's security interest in the Collateral, the Maker agrees to do any or all of the following: The Maker shall sign all financing statements, or other documents reasonably requested by the Holder for the purpose of perfecting and maintaining the first priority security interest in the Collateral granted pursuant to Section 2(a) above. The Maker authorizes the Holder to file financing statements describing the Collateral and any amendment that adds Collateral covered by this Agreement, in each case whether or not the Maker's signature appears thereon. The Maker will cooperate with the Holder in obtaining control with respect to Collateral consisting of: (A) Deposit Accounts; (8) Investment Property; and (C) Letter of Credit Rights.
Appears in 1 contract
Samples: Security Agreement (Sanomedics International Holdings, Inc)
Security Interest Perfection. (a) This Agreement is effective to create in favor of Lender, a legal, valid and enforceable first-priority security interest (subject only to Permitted Encumbrances) in the Collateral.
(b) In order to secure the full and punctual payment and performance case of the ObligationsPledged Stock that is certificated, when stock certificates representing such Pledged Stock are delivered to Lender; and in the case of the other Collateral described herein (including uncertificated Pledged Stock), when financing statements in appropriate form are filed in the offices specified on Schedule 4.1.7(b), the Maker hereby grants to the Holder Lien in Article III hereof shall constitute a continuing fully perfected Lien on, and first-priority security interest in and (subject only to Permitted Encumbrances) in, all right, right title and interest of Borrower in the Maker inCollateral in which a security interest can be perfected by the filing of a financing statement in such offices and the proceeds thereof, to or under as security for the following property, whether now owned or existing or hereafter acquired or arising and regardless of where located, together with all additions thereto, substitutions therefore and replacements thereof: Debt.
(i) AccountsExcept for the security interest created hereby, Borrower is and will at all times be the sole holder of record and the legal and beneficial owner, free and clear of all Liens other than Permitted Encumbrances, of the Pledged Stocks; (ii)Chattel Paper; (iiiii) Inventoryall of the Pledged Stocks of Borrower are duly authorized, validly issued, fully paid and non-assessable and the Pledged Stocks constitute or will constitute the percentage of the issued and outstanding Capital Stock of the Pledged Companies of Borrower described on Schedule 4.1.7(c) as supplemented or modified by any Pledged Stocks addendum or amendment of this Agreement; (iv) EquipmentBorrower has the right and requisite authority to pledge the Pledged Stocks pledged by Borrower as provided herein; and (v) Instrumentsall actions necessary or desirable to perfect and establish the first priority (subject only to Permitted Encumbrances) of Lender’s Liens in the Pledged Stocks, and the proceeds thereof, will have been duly taken, upon (A) the execution and delivery of this Agreement; (viB) Investment Property; Borrower having delivered to Lender all certificates representing the Pledged Stocks owned by Borrower to the extent such Pledged Stocks are represented by certificates, and undated powers (viior other documents of transfer acceptable to Lender) Documents; (viii) Deposit Accounts; (ix) Letter of Credit Rights; (x) General Intangibles, including but not limited to intellectual property; (xi) Supporting Obligations; and (xii) all Proceeds and products of all or any of the Collateral described endorsed in clauses (i) through (xi) hereof. Each of the capitalized terms in this Section 2(a) not defined herein shall have the meanings ascribed to such terms by Article 9 of the UCC. The security interests granted hereby are granted as security only and shall not subject the Holder to, or transfer or in any way affect or modify, any obligation or liability of the Maker blank with respect to any of the Collateral or any transaction in connection therewith. In order to perfect the Holder's security interest in the Collateral, the Maker agrees to do any or all of the following: The Maker shall sign all financing statements, or other documents reasonably requested by the Holder for the purpose of perfecting and maintaining the first priority security interest in the Collateral granted pursuant to Section 2(a) above. The Maker authorizes the Holder to file financing statements describing the Collateral and any amendment that adds Collateral covered by this Agreement, in each case whether or not the Maker's signature appears thereon. The Maker will cooperate with the Holder in obtaining control with respect to Collateral consisting of: (A) Deposit Accounts; (8) Investment Propertysuch certificates; and (C) Letter with respect to any Pledged Stock that consists of Credit Rightsan uncertificated security or a security in book entry form, (D) the Pledged Stocks shall have been registered or entered, as the case may be, in the name of Lender, or otherwise perfected in favor of Lender in accordance with applicable law. None of the Pledged Stocks owned or held by Borrower has been issued or transferred in violation of any securities registration, securities disclosure, or similar laws of any jurisdiction to which such issuance or transfer may be subject.
Appears in 1 contract
Samples: Loan and Security Agreement (Transatlantic Petroleum Ltd.)
Security Interest Perfection. (a) This Agreement is effective to create in favor of Lender, a legal, valid and enforceable first-priority security interest (subject only to Permitted Encumbrances) in the Collateral.
(b) In order to secure the full and punctual payment and performance case of the ObligationsPledged Stock that is certificated, when stock certificates representing such Pledged Stock are delivered to Lender; and in the case of the other Collateral described herein (including uncertificated Pledged Stock), when financing statements in appropriate form are filed in the offices specified on Schedule 5.1.7(b), the Maker hereby grants Lien granted to the Holder Lender pursuant to Article IV hereof shall constitute a continuing fully perfected Lien on, and first-priority security interest in and (subject only to Permitted Encumbrances) in, all right, right title and interest of Borrower in the Maker inCollateral in which a security interest can be perfected by the filing of a financing statement in such offices and the proceeds thereof, to or under as security for the following property, whether now owned or existing or hereafter acquired or arising and regardless of where located, together with all additions thereto, substitutions therefore and replacements thereof: Debt.
(i) AccountsExcept for the security interest created hereby, Borrower is and will at all times be the sole holder of record and the legal and beneficial owner, free and clear of all Liens other than Permitted Encumbrances, of the Pledged Stocks; (ii)Chattel Paper; (iiiii) Inventoryall of the Pledged Stocks of Borrower are duly authorized, validly issued, fully paid and non-assessable and the Pledged Stocks constitute or will constitute the percentage of the issued and outstanding Capital Stock of the Pledged Companies of Borrower described on Schedule 5.1.7(c) as supplemented or modified by any Pledged Stocks addendum or amendment of this Agreement; (iv) EquipmentBorrower has the right and requisite authority to pledge the Pledged Stocks pledged by Borrower as provided herein; and (v) Instrumentsall actions necessary or desirable to perfect and establish the first priority (subject only to Permitted Encumbrances) of Lender’s Liens in the Pledged Stocks, and the proceeds thereof, will have been duly taken, upon (A) the execution and delivery of this Agreement; (viB) Investment Property; Borrower having delivered to Lender all certificates representing the Pledged Stocks owned by Borrower to the extent such Pledged Stocks are represented by certificates, and undated powers (viior other documents of transfer acceptable to Lender) Documents; (viii) Deposit Accounts; (ix) Letter of Credit Rights; (x) General Intangibles, including but not limited to intellectual property; (xi) Supporting Obligations; and (xii) all Proceeds and products of all or any of the Collateral described endorsed in clauses (i) through (xi) hereof. Each of the capitalized terms in this Section 2(a) not defined herein shall have the meanings ascribed to such terms by Article 9 of the UCC. The security interests granted hereby are granted as security only and shall not subject the Holder to, or transfer or in any way affect or modify, any obligation or liability of the Maker blank with respect to any of the Collateral or any transaction in connection therewith. In order to perfect the Holder's security interest in the Collateral, the Maker agrees to do any or all of the following: The Maker shall sign all financing statements, or other documents reasonably requested by the Holder for the purpose of perfecting and maintaining the first priority security interest in the Collateral granted pursuant to Section 2(a) above. The Maker authorizes the Holder to file financing statements describing the Collateral and any amendment that adds Collateral covered by this Agreement, in each case whether or not the Maker's signature appears thereon. The Maker will cooperate with the Holder in obtaining control with respect to Collateral consisting of: (A) Deposit Accounts; (8) Investment Propertysuch certificates; and (C) Letter with respect to any Pledged Stock that consists of Credit Rightsan uncertificated security or a security in book entry form, the Pledged Stocks having been registered or entered, as the case may be, in the name of Lender, or otherwise perfected in favor of Lender in accordance with applicable law. None of the Pledged Stocks owned or held by Borrower has been issued or transferred in violation of any securities registration, securities disclosure, or similar laws of any jurisdiction to which such issuance or transfer may be subject.
Appears in 1 contract
Samples: Loan and Security Agreement (Transatlantic Petroleum Ltd.)
Security Interest Perfection. (a) In order to ro secure the full and punctual payment and performance of the Obligations, the Maker hereby grants to the Holder a continuing security interest in and to all right, title and interest of the Maker in, to or under the following property, whether now owned or existing or hereafter acquired or arising and regardless of where located, together with all additions thereto, substitutions therefore therefor and replacements thereof: (i) Accounts; (ii)Chattel ii) Chattel Paper; (iii) Inventory; (iv) Equipment; (v) Instruments; (vi) Investment Property; (vii) Documents; (viii) Deposit Accounts; (ix) Letter of Credit Rights; (x) General Intangibles, including but not limited to intellectual property; (xi) Supporting Obligations; and (xii) all Proceeds and products of all or any of the Collateral described in clauses (i) through (xi) hereof. Each of the capitalized terms in this Section 2(a) not defined herein shall have the meanings ascribed to such terms by Article 9 of the UCC. The security interests granted hereby are granted as security only and shall not subject the Holder to, or transfer or in any way affect or modify, any obligation or liability of the Maker with respect to any of the Collateral Coll_a1 or any transaction in connection therewith. .
(b) In order to perfect the Holder's security interest in the Collateral, the Maker to agrees to do any or all of the ofthe following: :
(i) The Maker shall sign all financing statements, or other documents reasonably requested by the Holder for the purpose purpoae of perfecting and maintaining the first priority security interest in the Collateral granted pursuant to Section 2(a) above. The Maker authorizes the Holder to file financing statements describing the Collateral and any amendment that adds Collateral covered by this AgreementAgreemc:nt, in each case whether or not the Maker's signature appears thereon. .
(ii) The Maker will cooperate with the Holder in obtaining control with respect to Collateral consisting of: (A) Deposit Accounts; (8) B) Investment Property; and (C) Letter of Credit Rights.
Appears in 1 contract
Samples: Security Agreement (Sanomedics International Holdings, Inc)