Security Interest; Subordination Sample Clauses

Security Interest; Subordination. This Note is a direct debt obligation of the Company and, pursuant to the Security Agreement is secured by a second priority perfected security interest in all of the assets of the Company for the benefit of the Holders. The obligations of the Company to the Holders are subordinated in right of payment to the obligations owing to the holders of the 8% Senior Subordinated Secured Convertible Notes of the Company.
Sample 1Sample 2See All (5)
AutoNDA by SimpleDocs
Security Interest; Subordination. This Note is secured by a lien on all assets of the Company, as evidenced in a Security Agreement between the Company and Holder; provided, however, that such security interest is subordinate and secondary to the Company’s Senior Debt.
Sample 1Sample 2
Security Interest; Subordination. Regardless of any priority otherwise available to a Subordinated Noteholder by law or by agreement, the Agent for the benefit of the Banks shall hold a first security interest in all collateral securing payment of the AgStar Indebtedness (the “AgStar Collateral”), and any security interest claimed therein (including any proceeds thereof) by any Subordinated Noteholder shall be and remain fully subordinate for all purposes to the security interest of Banks therein for all purposes whatsoever.
Sample 1
Security Interest; Subordination. All security interests acquired by Watsxx xxxough the Watsxx Xxxurity Documents, to the extent securing the Senior Debt, in the Collateral shall at all times be prior and superior to any lien, ownership interest, security interest or other interest or claim now held or hereafter acquired by the Existing Holders in the Collateral (the "Subordinate Interest"). Said priority shall be applicable irrespective of the time or order of attachment or perfection of any security interest or the time or order of filing of any financing statements or other documents, or any statutes, rules of law, or court decisions to the contrary. Upon any disposition of any of the Collateral by Watsxx, xxe Existing Holders agree, if requested by Watsxx, xx execute and immediately deliver any and all releases or other documents or agreements which Watsxx xxxms necessary to accomplish a disposition thereof free of the Subordinate Interest.
Sample 1
Security Interest; Subordination. The Purchaser and the Company each hereby acknowledges, confirms and agrees that, (i) the obligations owed by the Company to the Purchaser under the Unsecured Amended and Restated Debentures are unsecured, (ii) the Security Agreement prohibits the Company from, among other things, granting to the Purchaser a security interest in its assets and (iii) so long as any obligations remain due and owing by the Company to the Seller, the Company shall not grant to Purchaser, and the Purchaser shall not be granted by the Company, any security interest in any of the Company’s assets. Notwithstanding anything herein to the contrary, the Purchaser hereby agrees that (a) all obligations and liabilities of the Company to the Purchaser, howsoever created, arising or evidenced, whether direct or indirect, absolute or contingent or now or hereafter existing, or due or to become due, including, without limitation, all obligations of the Company to the Purchaser arising under any Amended and Restated Debenture, shall be subordinate to all obligations and liabilities of the Company to the Seller, howsoever created, arising or evidenced, whether direct or indirect, absolute or contingent or now or hereafter existing, or due or be become due, including, without limitation, all obligations of the Company to the Seller arising under the Amended and Restated Debentures, Security Agreement, IP Security Agreement and the other Transaction Documents (as defined in the Amended and Restated Debentures), (b) any and all security interests, liens and/or encumbrances the Purchaser may have against, or with respect to, any of the Company’s assets (“Purchaser Liens”) shall be subordinate to any and all security interests, liens and/or encumbrances the Seller may have against, or with respect to, any of the Company’s assets, (c) the Seller shall not owe any duty to the Purchaser as a result of or in connection with any Purchaser Liens, including, without limitation, any marshalling of assets or protection of the rights or interests of the Purchaser; (d) the Seller shall have the exclusive right to manage, perform and enforce the underlying terms of the Security Agreement, IP Security Agreement and each other document, instrument and agreement executed from time to time in connection therewith (collectively, the “Security Agreements”) relating to the assets of the Company and to exercise and enforce its rights in its sole and exclusive discretion; (e) only the Seller shall have the right to r...
Sample 1
Security Interest; Subordination. Regardless of any priority otherwise available to a Subordinated Noteholder by law or by agreement, the Agent for the benefit of the Banks shall hold a first security interest in all collateral securing payment of the CoBank Indebtedness (the “CoBank Collateral”), and any security interest claimed therein (including any proceeds thereof) by any Subordinated Noteholder shall be and remain fully subordinate for all purposes to the security interest of Banks therein for all purposes whatsoever.
Sample 1
Security Interest; Subordination. On or prior to the Closing, iCAD shall, and shall cause Xxxxxx Xxxxxx to, subordinate the existing first priority security interest of Xxxxxx Xxxxxx in all of the assets of iCAD to the first priority security interest in all of the assets of iCAD to be granted to CADx Canada, Inc. pursuant to the Security Agreement (as defined in the Voting Agreement), including but not limited to (a) entering into the Security Agreement (as defined in the Voting Agreement) with CADx Canada, Inc. and (b) entering into and causing Xxxxxx Xxxxxx to enter into the Intercreditor Agreement (as defined in the Voting Agreement) with CADx Canada, Inc. and (c) performing, and causing Xxxxxx Xxxxxx to perform, all related actions reasonably necessary to perfect such first-priority security interest contemplated by the Security Agreement and the Intercreditor Agreement (each as defined in the Voting Agreement).
Sample 1
AutoNDA by SimpleDocs
Security Interest; Subordination. As security for the prompt payment and performance in full of the Indebtedness, Debtor, for value received, hereby pledges and grants to Secured Party a continuing security interest in and lien on the Collateral.
Sample 1
Security Interest; Subordination 
Sample 1

Related to Security Interest; Subordination

  • Lien Subordination Notwithstanding the date, manner or order of grant, attachment or perfection of any Junior Lien in respect of any Collateral or of any Senior Lien in respect of any Collateral and notwithstanding any provision of the UCC, any applicable law, any Security Document, any alleged or actual defect or deficiency in any of the foregoing or any other circumstance whatsoever, the Junior Representative, on behalf of each Junior Secured Party, in respect of such Collateral hereby agrees that:

  • Collateral; Security Interest (a) Pursuant to the Custodial Agreement, the Custodian shall hold the Mortgage Loan Documents as exclusive bailee and agent for the Lender pursuant to terms of the Custodial Agreement and shall deliver to the Lender Trust Receipts (as defined in the Custodial Agreement) each to the effect that it has reviewed such Mortgage Loan Documents in the manner and to the extent required by the Custodial Agreement and identifying any deficiencies in such Mortgage Loan Documents as so reviewed.

  • Non-Subordination The Obligations are not subordinated in any way to any other obligations of Borrower or to the rights of any other Person.

  • SUBORDINATION AND MORTGAGES In the event Landlord's title or leasehold interest is now or hereafter encumbered by a deed of trust, upon the interest of Landlord in the land and buildings in which the demised Premises are located, to secure a loan from a lender (hereinafter referred to as "Lender") to Landlord, Tenant shall, at the request of Landlord or Lender, execute in writing an agreement subordinating its rights under this Lease to the lien of such deed of trust, or, if so requested, agreeing that the lien of Lender's deed of trust shall be or remain subject and subordinate to the rights of Tenant under this Lease. Notwithstanding any such subordination, Tenant's possession under this Lease shall not be disturbed if Tenant is not in default and so long as Tenant shall pay all rent and observe and perform all of the provisions set forth in this Lease.

  • Security Interest/Priority This Security Agreement creates a valid security interest in favor of the Agent, for the benefit of the Lenders, in the Collateral of such Obligor and, when properly perfected by filing, shall constitute a valid perfected security interest in such Collateral, to the extent such security can be perfected by filing under the UCC, free and clear of all Liens except for Permitted Liens.

  • SUBORDINATION TO MORTGAGES This Lease and all of Tenant's rights hereunder are subject and subordinate to any Mortgage now or hereafter placed on or affecting the Building, and all renewals, modifications, replacements, amendments and extensions thereof. Upon written request or notice by Landlord, concurred in by any Mortgagee of the Building or any part thereof which includes the Premises, or by any person, firm or corporation intending to become a Mortgagee, Tenant agrees to subordinate its rights under this Lease to the lien or liens of any Mortgage and to any and all advances to be made thereunder, and to the interest thereon, and all renewals, replacements and extensions thereof, provided the Mortgagee named in a Mortgage shall agree to recognize the lease of Tenant in the event of foreclosure if Tenant is not in default. Tenant also agrees that any Mortgagee may elect to have this Lease prior to the lien of its Mortgage, and in the event of such election and upon notification by such Mortgagee to Tenant to that effect, this Lease shall be deemed prior in lien to the Mortgage, whether this Lease is dated prior to or subsequent to the date of the Mortgage. Tenant agrees that, upon the request of Landlord or any Mortgagee named in such Mortgage, it will execute and deliver whatever instruments may be required for such purposes. Tenant will, in the event of the sale or assignment of Landlord's interest in the Building or in the event of any proceedings brought for the foreclosure of, or in the event of the exercise of the power of sale under any Mortgage covering the Building, attorn to and recognize such purchaser or Mortgagee as Landlord under this Lease to the same extent and effect as the original Landlord.

  • Security Interest and Guarantee The Holder has been granted a security interest (i) in certain assets of the Borrower and its Subsidiaries as more fully described in the Master Security Agreement dated as of the date hereof and (ii) pursuant to the Stock Pledge Agreement dated as of the date hereof. The obligations of the Borrower under this Note are guaranteed by certain Subsidiaries of the Borrower pursuant to the Subsidiary Guaranty dated as of the date hereof.

  • Security Interest for “Obligations The term “Obligations” as used in this Annex includes the following additional obligations: With respect to Party A: not applicable. With respect to Party B: not applicable.

  • Creation, Perfection and Priority of Security Interests The representations and warranties regarding creation, perfection and priority of security interests in the Purchased Property, which are attached to this Agreement as Appendix B, are true and correct to the extent that they are applicable.

  • Agreement of Subordination The Company covenants and agrees, and each holder of Notes issued hereunder by his acceptance thereof likewise covenants and agrees, that all Notes shall be issued subject to the provisions of this Article IV; and each person holding any Note, whether upon original issue or upon transfer, assignment or exchange thereof, accepts and agrees to be bound by such provisions. The payment of the principal of, premium, if any, and interest on all Notes (including, but not limited to, the redemption price or repurchase price with respect to the Notes to be redeemed or repurchased, as provided in this Indenture) issued hereunder shall, to the extent and in the manner hereinafter set forth, be subordinated to the prior payment in full, in cash or in such other form of payment as may be acceptable to the holders of Senior Indebtedness, of all Senior Indebtedness, whether outstanding at the date of this Indenture or thereafter incurred or created. No provision of this Article IV shall prevent the occurrence of any default or Event of Default hereunder.

Time is Money Join Law Insider Premium to draft better contracts faster.