Security Interests; Lien Searches Sample Clauses

Security Interests; Lien Searches. Subject to the Intercreditor Agreement, the Primary Collateral Agent (i) shall have a perfected security interest for the benefit of the Secured Parties in the Collateral (free and clear of all Liens other than the Liens under the this Agreement and other Permitted Liens); (ii) shall have received satisfactory results of lien and judgment searches in each of the jurisdictions where the Borrowers and the Guarantors are organized and where assets of the Borrowers and the Guarantors are located (with respect to Foreign Guarantors, including, but not limited to, the District of Columbia), and such search shall reveal no liens or encumbrances on any of the assets of the Borrowers or Guarantors except for liens and encumbrances permitted by Section 5.02(a) or discharged on or prior to the Closing Date pursuant to documentation reasonably satisfactory to the Lead Arrangers; and (iii) shall have received evidence that all other action that the Primary Agent may deem necessary or desirable in order to perfect and protect the first priority liens and security interests and second priority liens and security interests, as the case may be, created under the Security Agreement has been taken (including, without limitation, receipt of duly executed pay-off letters, UCC-3 termination statements (or equivalent thereof) and landlords’ and bailees’ waiver and consent agreements, in each case in form and substance satisfactory to the Primary Agent and the Primary Collateral Agent).
Sample 1
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Security Interests; Lien Searches. (a) Subject to Sections 6.16 and 7.20, all filings, notices, consents, acknowledgements and recordings necessary to perfect the security interests in the Collateral shall have been made pursuant to the terms of the Security Documents and all related recordation, registration and/or notarial fees, charges and/or Taxes shall have been paid, and the security interests granted in favor of the Lenders will constitute valid perfected first priority Liens or, solely with respect to the pledge provided pursuant to the Second Lien Chilean Share Pledge Agreement, second priority Liens, on the Collateral, in each case free and clear of all Liens (other than Liens created pursuant to the Credit Documents and, to the extent applicable, the Adexus Financing Lien), including, (i) with respect to the Trust Agreement, the filing for registration of the Trust Agreement before the Peruvian Public Registry, (ii) with respect to the First Lien Chilean Share Pledge Agreement and the Second Lien Chilean Share Pledge Agreement, in each case, registration in Adexus’s registro de accionistas (shareholders registry), by means of a notary public’s certification, (iii) with respect to the Dividends from GMP, an annotation in the share ledger of GMP reflecting, among other things, the transfer to the trust created under the Trust Agreement (transferencia en dominio fiduciario) of the rights to receive the Collection Account Dividends from GMP and the relevant Notification requiring and directing GMP to deposit the Collection Account Dividends into the Dividend Collection Account, and (iv) with respect to the Dividends from Norvial and GyM Ferrovias, an annotation in the share ledger and share certificate of each of Norvial and GyM Ferrovias reflecting, among other things, the irrevocable instruction in the relevant Irrevocable Instruction Letter requiring and directing each of Norvial and GyM Ferrovias, as applicable, to deposit the Collection Account Dividends into the Dividend Collection Account.
Sample 1

Related to Security Interests; Lien Searches

  • Security Interests and Code Filings (a) Evidence satisfactory to Agent that Agent (for the benefit of itself and Lenders) has a valid and perfected first priority security interest in the Collateral, including (i) such documents duly executed by each Credit Party (including financing statements under the Code and other applicable documents under the laws of any jurisdiction with respect to the perfection of Liens) as Agent may request in order to perfect its security interests in the Collateral and (ii) copies of Code search reports listing all effective financing statements that name any Credit Party as debtor, together with copies of such financing statements, none of which shall cover the Collateral, except for those relating to the Prior Lender Obligations (all of which shall be terminated on the Closing Date).

  • Security Interests in Collateral To secure their Obligations under this Agreement and the other Loan Documents, the Loan Parties shall grant to the Collateral Agent, for its benefit and the ratable benefit of the other Secured Parties, a first-priority security interest in all of the Collateral pursuant to the Security Documents.

  • Security Interests Absolute All rights of the Secured Parties and all obligations of the Debtors hereunder, shall be absolute and unconditional, irrespective of: (a) any lack of validity or enforceability of this Agreement, the 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 Debentures or any other agreement entered into in connection with the foregoing; (c) any exchange, release or nonperfection of any of the Collateral, or any release or amendment or waiver of or consent to departure from any other collateral for, or any guarantee, or any other security, for all or any of the Obligations; (d) any action by the Secured Parties to obtain, adjust, settle and cancel in its sole discretion any insurance claims or matters made or arising in connection with the Collateral; or (e) any other circumstance which might otherwise constitute any legal or equitable defense available to a Debtor, or a discharge of all or any part of the Security Interests granted hereby. Until the Obligations shall have been paid and performed in full, the rights of the Secured Parties shall continue even if the Obligations are barred for any reason, including, without limitation, the running of the statute of limitations or bankruptcy. 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 Collateral or any payment received by the Secured 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 Parties, then, in any such event, 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. Each Debtor waives all right to require the Secured Parties to proceed against any other person or entity or to apply any Collateral which the Secured Parties may hold at any time, or to marshal assets, or to pursue any other remedy. Each Debtor waives any defense arising by reason of the application of the statute of limitations to any obligation secured hereby.

  • Security Interest This Agreement creates a valid and continuing security interest (as defined in the UCC) in the Receivables in favor of the Issuer, which security interest is prior to all other Liens, and is enforceable as such against creditors of and purchasers from the Seller.

  • Security Interest and Collateral In order to secure the payment and performance of the Secured Obligations, the Debtor hereby grants to the Secured Party a security interest (herein called the “Security Interest”) in and to the following property (hereinafter collectively referred to as the “Collateral”): SEE EXHIBIT A ATTACHED HERETO AND INCORPORATED HEREIN BY THIS REFERENCE.

  • Perfected Security Interests The Collateral Documents, taken as a whole, are effective to create in favor of the Collateral Trustee, for the benefit of the Secured Parties, a legal, valid and enforceable security interest in all of the Collateral to the extent purported to be created thereby, subject as to enforceability to applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting creditors’ rights generally and subject to general principles of equity, regardless of whether considered in a proceeding in equity or at law. With respect to the Collateral as of the Closing Date, at such time as (a) financing statements in appropriate form are filed in the appropriate offices (and the appropriate fees are paid) and (b) the execution of the Account Control Agreements, the Collateral Trustee, for the benefit of the Secured Parties, shall have a first priority perfected security interest and/or mortgage (or comparable Lien) in all of such Collateral to the extent that the Liens on such Collateral may be perfected upon the filings, registrations or recordations or upon the taking of the actions described in clauses (a) and (b) above, subject in each case only to Permitted Liens, and such security interest is entitled to the benefits, rights and protections afforded under the Collateral Documents applicable thereto (subject to the qualification set forth in the first sentence of this Section 3.15).

  • 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.

  • Perfection of Security Interests in the Collateral The Collateral Documents create valid security interests in, and Liens on, the Collateral purported to be covered thereby, which security interests and Liens are currently perfected security interests and Liens, prior to all other Liens other than Permitted Liens.

  • 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.

  • Security Interests No party to this Escrow Agreement shall grant a security interest in any monies or other property deposited with the Escrow Agent under this Escrow Agreement, or otherwise create a lien, encumbrance or other claim against such monies or borrow against the same.

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