Security Matters. (a) As may be applicable at any time, the Lenders (including the Issuing Bank and the Swingline Lender) irrevocably authorize the Administrative Agent, at its option and in its discretion to release any Guarantor from its obligations under this Agreement and the other Credit Documents if such Person ceases to be a Guarantor as a result of a transaction permitted under the Credit Documents (including, for the avoidance of doubt, if such Person is released as a Guarantor in accordance with Section 4.9(b)). Upon request by the Administrative Agent at any time, the Required Lenders will confirm in writing the Administrative Agent’s authority to release any Guarantor from its obligations under this Agreement pursuant to this Section, provided that neither the request nor the delivery of such confirmation shall be a condition to or shall cause any delay in the provision of any release permitted, required or requested in accordance with Section 4.9(b).
(b) As may be applicable at any time, anything contained in any of the Credit Documents to the contrary notwithstanding, each of the Credit Parties, the Administrative Agent and each holder of the Obligations hereby agrees that no holder of the Obligations shall have any right individually to enforce this Agreement, the Notes or any other Credit Document, it being understood and agreed that all powers, rights and remedies hereunder may be exercised solely by the Administrative Agent, on behalf of the holders of the Obligations in accordance with the terms hereof and, as may be applicable at any time, all powers, rights and remedies under any Credit Documents may be exercised solely by the Administrative Agent.
(c) As may be applicable at any time, no Swap Contract or Treasury Management Agreement will create (or be deemed to create) in favor of any Swap Bank or any Treasury Management Banks, respectively that is a party thereto any rights in connection with the obligations of the Borrower or any other Credit Party under the Credit Documents except as expressly provided herein or in the other Credit Documents.
Security Matters. The TARGET Shares received by BUYER are for investment purposes for BUYER’ s own account, and not with the view to, or for resale in connection with, any distribution thereof. BUYER understands that the TARGET Shares have not been registered under the Securities Act, or under the securities laws of various states, by reason of a specified exemption from the registration provisions thereunder. BUYER acknowledges that the TARGET Shares must be held indefinitely unless the TARGET Shares are subsequently registered under the Securities Act and under applicable state securities laws or an exemption from such registration is available. BUYER has been advised or is aware of the provisions of Rule 144 promulgated under the Securities Act which permits limited resale of the securities purchased in a private placement subject to the satisfaction of certain conditions including, among other things, the availability of certain current public information about TARGET and compliance with applicable requirements regarding the holding period and the amount of securities to be sold and the manner of sale. BUYER is a sophisticated investor with knowledge and experience in business and financial matters and is able to bear the economic risk and lack of liquidity inherent in owning the TARGET Shares. BUYER has received and carefully reviewed, if available and applicable: (a) TARGET’s most recent SEC filings, and (b) all other information filed by TARGET pursuant to the Securities Act or the Securities Exchange Act of 1934, as amended; and (c) information supplied otherwise that otherwise supplies adequate material information. BUYER understands and acknowledges that no Governmental Authority has been asked to rule on nor has it ruled on the tax or other consequences of the transactions contemplated hereby. BUYER represents and covenants that BUYER is an “Accredited Investor” as defined in Rule 501(a) of Regulation D under the Securities Act. BUYER understands that all certificates for the TARGET Shares shall bear a legend in substantially the following form: “THESE SECURITIES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT, OR QUALIFIED UNDER ANY STATE SECURITIES LAWS. THE SECURITIES MAY NOT BE OFFERED, SOLD TRANSFERRED OR OTHERWISE DISPOSED OF WITHOUT SUCH REGISTRATION OR THE DELIVERY TO THE ISSUER OF AN OPINION OF COUNSEL, SATISFACTORY TO THE ISSUER, THAT SUCH DISPOSITION WILL NOT REQUIRE REGISTRATION OF SUCH SECURITIES UNDER THE SECURITIES ACT, AS AMENDED, OR ANY STATE S...
Security Matters. All such action as Agent shall have requested to perfect the Liens created pursuant to the Security Documents shall have been taken, including, without limitation, where applicable, the filing and recording of the Security Documents with the appropriate Governmental Authorities. Agent shall also have received evidence satisfactory to it that the Liens created by the Security Documents constitute first priority Liens, except for the exceptions expressly provided for herein, including, without limitation, delivery of all applicable stock certificates (with stock powers executed in blank), Uniform Commercial Code search reports, satisfactory title evidence in form and substance acceptable to Agent, and executed releases of any prior Liens (except as permitted by SECTION 8.2).
Security Matters. (a) Certified copies of all notices of assignment and/or charge required to be delivered pursuant to the Security Documents.
(b) Each Obligor shall have duly authorised, executed and delivered:
(i) proper financing statements (Form UCC‑1 or such other financing statements or similar notices as shall be required by local law) fully executed for filing under the UCC or other appropriate filing offices of each jurisdiction as may be necessary to perfect a Lien purported to be created by the Security Documents;
(ii) certified copies of requests for information or copies (Form UCC‑11), or equivalent reports, listing all judgement liens, tax liens or effective financing statements that name the Obligors or any of their Subsidiaries, or a division or other operating unit of any such person, as debtor and that are filed in the jurisdictions referred to in paragraph (i) above, together with copies of such other financing statements evidencing any Lien permitted by Clause 22.2 (Limitations on Liens);
(iii) evidence of the completion of all other recordings and filings of, or with respect to, the Security Documents as may be necessary to perfect any Lien intended to be created by the Security Documents;
(iv) each irrevocable payment instruction (if any); and
(v) evidence that all other actions necessary to perfect and protect any Lien purported to be created by the Security Document have been taken.
Security Matters. (a) Name and Organization. Change any Loan Party’s name, identity or organizational structure or organizational number or reorganize, reincorporate or take any other action that results in a change of the jurisdiction of organization of any Loan Party, without giving the Lender thirty (30) days’ prior written notice thereof, provided, the jurisdiction shall at all times remain within the United States.
Security Matters. Docebo has implemented and will maintain, throughout the Term in accordance with industry best practices, appropriate technical and organizational safeguards described in the IPSS, in order to support the security, confidentiality and integrity of Customer Data and other proprietary information. Docebo shall only use Customer Data as permitted under this Agreement and in accordance with the DPA, including as necessary or appropriate to prevent technical problems (e.g., to resolve issues related to technical support).
Security Matters. (a) The US Pledge and Security Agreement, upon execution and delivery thereof by the parties thereto, will create in favor of the Collateral Agent, for the ratable benefit of the Secured Parties, a legal, valid and enforceable security interest in the Collateral (as defined in the US Pledge and Security Agreement) of the Credit Parties party thereto as of the Closing Date and (i) when the Pledged Collateral (as defined in the US Pledge and Security Agreement) is delivered to the Collateral Agent together with stock, membership interest powers or other appropriate instruments of transfer duly executed in blank, the Lien created under the US Pledge and Security Agreement shall constitute a fully perfected First Priority Lien on, and security interest in, all right, title and interest of the Credit Parties in such Pledged Collateral, and (ii) when financing statements in appropriate form are filed in the jurisdiction of organization of each US Entity (and in the District of Columbia with respect to any Non-US Entity that is a signatory to the US Pledge and Security Agreement), the Lien created under the US Pledge and Security Agreement will constitute a fully perfected First Priority Lien on, and security interest in, all right, title and interest of the Credit Parties in such Collateral (other than Intellectual Property (as defined in the US Pledge and Security Agreement)) on which a Lien may be perfected by the filing of a financing statement.
(b) Upon the recordation of the US Pledge and Security Agreement (or a short-form security agreement in form and substance reasonably satisfactory to Tronox US and the Collateral Agent) with the United States Patent and Trademark Office and the United States Copyright Office (and, with respect to any equivalent rights outside of the United States, the taking of appropriate actions under the laws of such jurisdictions as required pursuant to the terms of the US Pledge and Security Agreement, including filing in other appropriate foreign or international offices or registrars), together with the financing statements or such other filings in appropriate form are filed in the jurisdiction of organization of each US Entity (and in the District of Columbia with respect to any Non-US Entity that is a signatory to the US Pledge and Security Agreement), the Lien created under the US Pledge and Security Agreement shall constitute a fully perfected First Priority Lien on, and security interest in, all right, title and interest o...
Security Matters. All such action as Agents shall have requested to perfect the Liens created pursuant to the Security Documents which are in effect as of the Effective Date shall have been taken, including, without limitation, where applicable, the filing and recording of the Security Documents with the appropriate Governmental Authorities. Agent shall also have received evidence satisfactory to it that the Liens created by the Security Documents constitute first priority Liens, except as expressly provided herein or therein, including, without limitation, delivery of all applicable stock certificates (with stock powers executed in blank), Uniform Commercial Code search reports and other applicable personal property registry reports, satisfactory title evidence in form and substance acceptable to Agent, and executed releases or assignments (as U.S. Agent may require) of any prior Liens which are not permitted hereunder.
Security Matters. All such action as Agent shall have requested to perfect the Liens created pursuant to the Security Documents shall have been taken, including, without limitation, where applicable, the filing and recording of the Security Documents with the appropriate Governmental Authorities (except for those Properties in respect of which the Majority Lenders have given their written consent to deferral of recordation of the applicable Mortgage so long as no Event of Default has occurred which is continuing). Agent shall also have received evidence satisfactory to it that the Liens created by the Security Documents constitute first priority Liens, except for the exceptions expressly provided for herein, including, without limitation, Uniform Commercial Code search reports, satisfactory title evidence in form and substance acceptable to Agent, and executed releases of any prior Liens (except as permitted by Section 8.2). Agent shall be granted a first priority Lien securing all of the Revolving Loan Obligations upon all of the issued and outstanding equity interests in and to Borrower, pursuant to Loan Documentation in Proper Form, as a condition precedent to any Loan.
Security Matters. (a) By executing this Agreement, Parent acknowledges that : (i) Parent has been advised that the Stock has not been and will not have been registered under the Act or the Florida or other applicable securities laws of any state, that the Securityholder in transferring such shares to the Parent will be relying, if applicable, upon the exemption from such registration
