Security on all Assets Sample Clauses

Security on all Assets. (1) The Secured Obligations (including, for certainty, all Obligations, Cash Management Obligations and Lender Financial Instrument Obligations) shall be secured, equally and rateably, by first priority Security Interests on, to and against all present and future property, assets and undertaking of the Borrower and each of its Material Subsidiaries (collectively, the “Collateral”). (2) The Borrower shall execute and deliver Security substantially in the forms of Schedules X-0, X-0, X-0 and H-4 annexed hereto and shall cause each of its Material Subsidiaries to execute and deliver Security substantially in the forms of Schedules X-0, X-0, X-0 and H-8 annexed hereto, in each case with such amendments, modifications and insertions as may be required by the Agent, acting reasonably. (3) The Borrower (i) shall, as soon as reasonably practicable, provide written notice to the Agent of the acquisition, creation or existence of each Material Subsidiary created or acquired after the date hereof, together with such other information as the Agent may reasonably require, and (ii) shall promptly, and in any event within 15 Banking Days of such acquisition, creation or existence (or such longer period of time as may be agreed to by the Agent, in its sole discretion), cause each new Material Subsidiary to promptly execute and deliver to the Agent the Security contemplated hereby (together with a certified copy of its constating documents and a legal opinion in form and substance satisfactory to the Agent, acting reasonably). (4) The Borrower shall ensure that at all times, (a) at least 95% of Consolidated Assets shall be legally, beneficially and directly owned by the Borrower and its Material Subsidiaries which have provided Security hereunder and (b) at least 95% of Consolidated EBITDA shall be attributable to the Borrower and its Material Subsidiaries which have provided Security hereunder; and if at any time less than 95% of Consolidated Assets or 95% of Consolidated EBITDA shall be legally, beneficially and directly owned by or attributable to, as the case may be, the Borrower and its Material Subsidiaries which have provided Security hereunder, the Borrower shall promptly, and in any event within 15 Banking Days after any such occurrence, designate another Subsidiary which is not then a Material Subsidiary to be a Designated Material Subsidiary pursuant hereto to the extent required to ensure that after such designation, 95% or more of Consolidated Assets or 95% of...
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Security on all Assets. (a) The Notes shall be secured, equally and rateably, by first priority security interests (the “Security”) on, to and against all present and future property, assets and undertaking of the Company and each of its Subsidiaries (collectively, the "Collateral"), subject to the Intercreditor Agreement and to Section 7.2 hereof. (b) The Company shall promptly, and in any event within 15 days of the acquisition, creation or existence of any Subsidiary created or acquired after the date hereof, execute and deliver to the Collateral Agent, the Security contemplated hereby in respect of such Subsidiary (together with a certified copy of its constating documents and a legal opinion in form and substance satisfactory to the Collateral Agent, acting reasonably). (c) Notwithstanding any other provision in this Section 7.1 to the contrary: (i) subject to Section 7.1(c)(ii), for so long as a Subsidiary has assets having a fair market value of less than Can.$1,000,000 and carries on no active business, the Company shall not be required to cause such Subsidiary to execute or deliver Security under or in connection with this Agreement; and (ii) the Company shall ensure that, at all times, the aggregate fair market value of the assets of all Subsidiaries which have not executed and delivered Security under or in connection with this Agreement as aforesaid is less than Can.$2,500,000.
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Security on all Assets. The Obligations and Lender Financial Instrument Obligations shall be secured, equally and rateably, by first priority, perfected Security Interests on, to and against all present and future property, assets and undertaking of the Borrower and each of its Material Subsidiaries.
Sample 1
Security on all Assets. The (i) Obligations and (ii) Lender Financial Instrument Obligations shall be secured by first priority perfected Security Interests on, to and against all present and future property, assets and undertaking of the Borrower and each of its Subsidiaries. As continuing collateral security for the Obligations and the Lender Financial Instrument Obligations, the Borrower has delivered or shall deliver to the Lender the following Security (unless expressly indicated otherwise) completed in form and manner satisfactory to the Lender or its solicitors: (a) line of credit by way of current account overdraft agreement executed by the Borrower respecting the Revolving Facility; (b) general security agreement executed by the Borrower creating a first priority security interest in all present and after acquired personal property of the Borrower and a floating charge over all of the Borrower’s present and after acquired real property (with a floating charge to be registered against the Borrower at Personal Property Registry and against titles to Borrower’s real property at Alberta Land Titles) ; (c) guarantee of the indebtedness of the Borrower to the Lender executed by Xxxxxx, limited to Cdn. $28,000,000.00 plus interest and charges as provided in the guarantee; (d) unlimited guarantee of the indebtedness of the Borrower to the Lender executed by each of the Subsidiaries of the Borrower from time to time, including Nextron and PPC Technical, supported by a general security agreement creating a first priority security interest in all present and after acquired personal property of each such Subsidiary and a floating charge over all of each such Subsidiary’s present and after acquired real property; (e) the Lender’s standard application and indemnity agreement with respect to the issuance of Letters of Credit, executed by the Borrower; (f) Banker’s Acceptances agreement, executed by the Borrower; (g) the Bank’s standard electronic funds transfer agreement respecting the EFT Facility, executed by the Borrower; (h) the Bank’s standard Mastercard agreements respecting the MC Facility, executed by the Borrower and cardholders; (i) the Bank’s standard foreign exchange contracts agreement respecting the F/X Facility, executed by the Borrower and cardholders; and (j) any related documents and registrations required by the Lender or its solicitors (acting reasonably), including, without limitation, all supporting certificates and opinions as the Lender may reasonably require.
Sample 1
Security on all Assets. (1) The Secured Obligations (including, for certainty, all Obligations, Cash Management Obligations and Lender Financial Instrument Obligations) shall be secured, equally and rateably, by first priority Security Interests on, to and against all present and future property, assets and undertaking of the Borrower and each of its Material Subsidiaries (collectively, the “Collateral”). (2) The Borrower shall execute and deliver Security substantially in the forms of Schedules H-1, H- 2, H-3 and H-4 annexed hereto and shall cause each of its Material Subsidiaries to execute and deliver Security substantially in the forms of Schedules H-5, H-6, H-7 and H-8 annexed hereto, in each case with such amendments, modifications and insertions as may be required by the Agent, acting reasonably. (3) The Borrower (i) shall, as soon as reasonably practicable, provide written notice to the Agent of the acquisition, creation or existence of each Material Subsidiary created or acquired after the date hereof, together with such other information as the Agent may reasonably require, and (ii) shall promptly, and in any event within 15 Banking Days of such acquisition, creation or existence (or such longer period of time as may be agreed to by the Agent, in its sole discretion), cause each new Material Subsidiary to promptly execute and deliver to the Agent the Security contemplated hereby (together with a certified copy of its constating documents and a legal opinion in form and substance satisfactory to the Agent, acting reasonably). (4) The Borrower shall ensure that at all times, (a) at least 95% of Consolidated Assets shall be legally, beneficially and directly owned by the Borrower and its Material Subsidiaries which have provided Security hereunder and (b) at least 95% of Consolidated EBITDA shall be attributable to the Borrower and its Material Subsidiaries which have provided Security hereunder; and if at any time less than 95% of Consolidated Assets or 95% of Consolidated EBITDA shall be legally, beneficially and directly owned by or attributable to, as the case may be, the Borrower and its Material Subsidiaries which have provided Security hereunder, the Borrower shall promptly, and in any event within 15 Banking Days after any such occurrence, designate another Subsidiary which is not then a Material Subsidiary to be a Designated Material Subsidiary pursuant hereto to the extent required to ensure that after such designation, 95% or more of Consolidated Assets or 95% o...
Sample 1
Security on all Assets. (1) The Secured Obligations shall be secured, equally and rateably, by first priority Security Interests on, to and against, subject as provided in the last sentence of this paragraph, (a) all present and future property, assets and undertaking of the Borrowers and each of their Material Subsidiaries (other than the Baytex LuxCo), and (b) all bank accounts (including, for certainty, all amounts and financial assets held therein) of the Baytex LuxCo, and all equity interests held by the Baytex LuxCo in BTE USA Topco, Inc., and any other Subsidiary of the Baytex LuxCo as the Agent may request from time to time. The Borrowers shall ensure that, at all times, the Borrowers and the Material Subsidiaries have provided mortgage liens over U.S. P&NG Assets representing not less than the U.S. Fixed Charge Threshold; provided that, in respect of U.S. P&NG Assets which are created, acquired, purchased or otherwise becomes held, or beneficially held, by a Borrower or any Material Subsidiary after the date hereof, the Borrowers shall have provided, or caused to be provided, mortgage liens over such U.S. P&NG Assets within 45 days (or within such longer period as the Agent may agree to in its sole discretion) of the date such U.S. P&NG Assets were created, acquired, purchased, held or beneficially held by such Borrower or such Material Subsidiary to the extent necessary to comply with the foregoing requirement. (a) The Borrowers shall, and shall cause the Material Subsidiaries to, execute and deliver such mortgages, deeds of trust, guarantees, debentures, debenture pledge agreements, pledge agreements, control agreements, assignments, security agreements, stock transfer powers executed in blank and other agreements, documents or instruments as required to secure the Secured Obligations, equally and rateably, by first priority Security Interests on, to and against, subject to the last sentence of Section 10.1(1), all present and future property, assets and undertaking of the Borrowers and the Material Subsidiaries and (b) without limiting the generality of the foregoing, each Borrower with U.S. P&NG Assets shall execute and deliver, and shall cause each Material Subsidiary with U.S. P&NG Assets to execute and deliver, in each case, such mortgages and deeds of trust on U.S. P&NG Assets to the extent necessary to comply, in the aggregate, with the last sentence of Section 10.1(1) and meet the U.S. Fixed Charge Threshold; provided that in the case of both (a) and (b) above,...
Sample 1
Security on all Assets. (1) The Obligations, the Cash Management Obligations and Lender Financial Instrument Obligations shall be secured, equally and rateably, by first priority Security Interests on, to and against all present and future property, assets and undertaking of the Borrower and each of its Subsidiaries (the “Collateral”). (2) The Borrower shall execute and deliver Security and shall cause each of its Subsidiaries to execute and deliver Security (including the guarantee substantially in the form of Schedule H-4 annexed hereto), in each case with such amendments, modifications and insertions as may be required by the Agent, acting reasonably.
Sample 1
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Security on all Assets. The Obligations and the Lender Hedge Obligations shall be secured, equally and rateably, by first priority Liens, subject to certain Permitted Liens which under Applicable Law or agreement with the Required Lenders, rank in priority thereto, on, to and against all present and future property, assets and undertaking of the Borrower.
Sample 1
Security on all Assets. (a) The Lender Obligations shall be secured, equally and rateably, by first priority Security Interests on, to and against all present and future property, assets and undertaking of the Borrower and each of its Subsidiaries (collectively, the "Collateral"), subject to the Collateral Agency and Intercreditor Agreement and to Sections 9.1(e) and 9.8 hereof. (b) The Borrower shall execute and deliver Security and shall cause each of its Subsidiaries to execute and deliver Security (including the guarantees substantially in the forms of Schedule J and Schedule K annexed hereto), in each case with such amendments, modifications and insertions as may be required by the Agent, acting reasonably. (c) The Borrower (i) shall, as soon as reasonably practicable, give written notice to the Agent of the acquisition, creation or existence of each Subsidiary created or acquired after the date hereof, together with such other information as the Agent or the Collateral Agent may reasonably require, and (ii) shall promptly, and in any event within 15 days of such acquisition, creation or existence, cause each new Subsidiary to promptly execute and deliver to the Agent and the Collateral Agent (as applicable) the Security contemplated hereby (together with a certified copy of its constating documents and a legal opinion in form and substance satisfactory to the Agent, acting reasonably); provided that, notwithstanding the foregoing, the Borrower shall deliver the Security contemplated hereby concurrently upon the acquisition, creation or existence of each Subsidiary which holds property and assets which, in the aggregate, have a fair market value greater than Cdn. $1,000,000 (or the Equivalent Amount thereof in any other currency).
Sample 1

Related to Security on all Assets

  • Personal Property Collateral The Administrative Agent shall have received, in form and substance satisfactory to the Administrative Agent: (i) (A) searches of UCC filings in the jurisdiction of incorporation or formation, as applicable, of each Loan Party and each jurisdiction where any Collateral is located or where a filing would need to be made in order to perfect the Collateral Agent’s security interest in the Collateral, copies of the financing statements on file in such jurisdictions and evidence that no Liens exist other than Permitted Liens and (B) tax lien, judgment and bankruptcy searches; (ii) searches of ownership of Intellectual Property in the appropriate governmental offices and such patent/trademark/copyright filings as requested by the Administrative Agent in order to perfect the Collateral Agent’s security interest in the Intellectual Property (and certain of which searches may be provided after the Closing Date as determined by the Administrative Agent); (iii) completed UCC financing statements for each appropriate jurisdiction as is necessary, in the Collateral Agent’s sole discretion, to perfect the Administrative Agent’s security interest in the Collateral; (iv) stock or membership certificates, if any, evidencing the Pledged Collateral and undated stock or transfer powers duly executed in blank; in each case to the extent such Pledged Collateral is certificated; (v) in the case of any personal property Collateral located at premises leased by a Loan Party and set forth on Schedule 5.21(g), such estoppel letters, consents and waivers from the landlords of such real property to the extent required to be delivered in connection with Section 6.14 (such letters, consents and waivers shall be in form and substance satisfactory to the Administrative Agent, it being acknowledged and agreed that any Landlord Waiver is satisfactory to the Administrative Agent); (vi) to the extent required to be delivered, filed, registered or recorded pursuant to the terms and conditions of the Collateral Documents, all instruments, documents and chattel paper in the possession of any of the Loan Parties, together with allonges or assignments as may be necessary or appropriate to create and perfect the Administrative Agent’s and the Lenders’ security interest in the Collateral; and (vii) Qualifying Control Agreements satisfactory to the Administrative Agent to the extent required to be delivered pursuant to Section 6.14.

  • Entry on Mortgaged Property Enter the Mortgaged Property and take exclusive possession thereof and of all books, records and accounts relating thereto or located thereon. If Mortgagor remains in possession of the Mortgaged Property following the occurrence and during the continuance of an Event of Default and without Mortgagee’s prior written consent, Mortgagee may invoke any legal remedies to dispossess Mortgagor.

  • PURCHASE OF EQUIPMENT AND PERSONAL PROPERTY For valuable consideration, the sum of $1.00, receipt of which is acknowledged, Xxxxxx agrees to quitclaim, transfer, sell, waive and release any interest it has or may have, including as the beneficiary of any trust interest created by the provisions of The Book of Discipline of The United Methodist Church, and Xxxxx agrees to accept all of Seller’s title and interest, if any, in and to all of the properties and assets held by Xxxxxx United Methodist Church and relating to the Conference’s claim for itself, or on behalf of The United Methodist Church, of any beneficial right of any kind, including all proprietary rights and privileges of any kind or nature, whether arising by operation of law, trust, contract, property or other means to all tangible personal property owned as of the date of this Bill of Sale in the name of Xxxxxx United Methodist Church (including, without limitation, cash, bank accounts, accounts and notes receivable, deposits, prepaid items, contents, furnishings, equipment, tools, furniture, leasehold improvements, computer software, permits, licenses, authorizations, books, records, papers, securities, funds, goodwill, contracts, and other intangibles (hereinafter collectively, the "Personal Property") on the terms and conditions set forth in this Bill of Sale.

  • INCOME FROM IMMOVABLE PROPERTY 1. Income derived by a resident of a Contracting State from immovable property (including income from agriculture or forestry) situated in the other Contracting State may be taxed in that other State. 2. The term "immovable property" shall have the meaning which it has under the law of the Contracting State in which the property in question is situated. The term shall in any case include property accessory to immovable property, livestock and equipment used in agriculture and forestry, rights to which the provisions of general law respecting landed property apply, usufruct of immovable property and rights to variable or fixed payments as consideration for the working of, or the right to work, mineral deposits, sources and other natural resources; ships and aircraft shall not be regarded as immovable property. 3. The provisions of paragraph 1 shall apply to income derived from the direct use, letting, or use in any other form of immovable property. 4. The provisions of paragraphs 1 and 3 shall also apply to the income from immovable property of an enterprise and to income from immovable property used for the performance of independent personal services.

  • Security Interests in Personal Property Section 3.01 Security Interest 11 Section 3.02 Representations and Warranties 13 Section 3.03 Covenants 14

  • Other Personal Property Unless at the time the Secured Party takes possession of any tangible Collateral, or within seven days thereafter, the Debtor gives written notice to the Secured Party of the existence of any goods, papers or other property of the Debtor, not affixed to or constituting a part of such Collateral, but which are located or found upon or within such Collateral, describing such property, the Secured Party shall not be responsible or liable to the Debtor for any action taken or omitted by or on behalf of the Secured Party with respect to such property.

  • Security Interests in Personal and Mixed Property To the extent not otherwise satisfied pursuant to subsection 4.1F, Administrative Agent shall have received evidence satisfactory to each of them that Company and Subsidiary Guarantors shall have taken or caused to be taken all such actions, executed and delivered or caused to be executed and delivered all such agreements, documents and instruments, and made or caused to be made all such filings and recordings (other than the filing or recording of items described in clauses (iii), (iv) and (v) below) that may be necessary or, in the opinion of Agents, desirable in order to create in favor of Administrative Agent, for the benefit of Lenders, a valid and (upon such filing and recording) perfected First Priority security interest in the entire personal and mixed property Collateral. Such actions shall include the following:

  • 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.

  • Real Property Collateral Within ninety (90) days of the Closing Date or within one hundred twenty (120) days of the acquisition of any such Mortgaged Property, the Administrative Agent shall have received, in form and substance satisfactory to the Administrative Agent and the Lenders: (a) fully executed and notarized Mortgage Instruments encumbering the Mortgaged Properties listed in Schedule 3.19(d) as to properties owned by the Credit Parties and, to the extent required by the Administrative Agent, the leasehold interest in the Mortgaged Properties listed in Schedule 3.19(d) as to properties that are warehouses, plants or other real properties material to the conduct of the Credit Parties’ business and are leased by the Credit Parties; (b) a title report in respect of each of the Mortgaged Properties; (c) with respect to each Mortgaged Property listed in Schedule 3.19(d), a Mortgage Policy assuring the Administrative Agent that the Mortgage Instrument with respect to such Mortgaged Property creates a valid and enforceable mortgage lien on such Mortgaged Property, free and clear of all defects and encumbrances except Permitted Liens, which Mortgage Policy shall be in form and substance reasonably satisfactory to the Administrative Agent and shall provide for affirmative insurance and such reinsurance as the Administrative Agent may reasonably request, all of the foregoing in form and substance reasonably satisfactory to the Administrative Agent; (d) evidence as to (i) whether any Mortgaged Property listed in Schedule 3.19(d) is a Flood Hazard Property and (ii) if any Mortgaged Property is a Flood Hazard Property, (x) whether the community in which such Mortgaged Property is located is participating in the National Flood Insurance Program, (y) the applicable Credit Party’s written acknowledgment of receipt of written notification from the Administrative Agent (I) as to the fact that such Mortgaged Property is a Flood Hazard Property and (II) as to whether the community in which each such Flood Hazard Property is located is participating in the National Flood Insurance Program and (z) copies of insurance policies or certificates of insurance of the Credit Parties and their Subsidiaries evidencing flood insurance reasonably satisfactory to the Administrative Agent and naming the Administrative Agent as loss payee on behalf of the Lenders; (e) maps or plats of an as-built survey (or aerial survey to the extent permitted by the Administrative Agent) of the sites of the Mortgaged Properties listed in Schedule 3.19(d) certified to the Administrative Agent and the Title Insurance Company in a manner reasonably satisfactory to them, dated a date satisfactory to each of the Administrative Agent and the Title Insurance Company by an independent professional licensed land surveyor reasonably satisfactory to each of the Administrative Agent and the Title Insurance Company, which maps or plats and the surveys on which they are based shall be sufficient to delete any standard printed survey exception contained in the applicable title policy and be made in accordance with the Minimum Standard Detail Requirements for Land Title Surveys jointly established and adopted by the American Land Title Association and the American Congress on Surveying and Mapping in 1992, and, without limiting the generality of the foregoing, there shall be surveyed and shown on such maps, plats or surveys the following (to the extent applicable): (i) the locations on such sites of all the buildings, structures and other improvements and the established building setback lines; (ii) the lines of streets abutting the sites and width thereof; (iii) all access and other easements appurtenant to the sites necessary to use the sites; (iv) all roadways, paths, driveways, easements, encroachments and overhanging projections and similar encumbrances affecting the site, whether recorded, apparent from a physical inspection of the sites or otherwise known to the surveyor; (v) any encroachments on any adjoining property by the building structures and improvements on the sites; and (vi) if the site is described as being on a filed map, a legend relating the survey to said map; (f) satisfactory environmental reviews of all owned Mortgaged Properties listed in Schedule 3.19(d) and, to the extent requested by the Administrative Agent, all leased Mortgaged Properties listed in Schedule 3.19(d), including but not limited to Phase I environmental assessments, together with reliance letters in favor of the Lenders; (g) opinions of counsel to the Credit Parties for each jurisdiction in which the Mortgaged Properties are located; (h) to the extent available, zoning letters from each municipality or other Governmental Authority for each jurisdiction in which the Mortgaged Properties listed in Schedule 3.19(d) are located; (i) an appraisal of each owned Mortgaged Property, in form and substance satisfactory to the Administrative Agent; and (j) to the extent requested by the Administrative Agent, with respect to each leased Mortgaged Property, (i) a survey certified to the Administrative Agent by a firm of surveyors reasonably satisfactory to the Administrative Agent and (ii) a landlord lien waiver in form and substance satisfactory to the Administrative Agent.

  • Possessory Collateral Immediately upon Borrower's receipt of any portion of the Collateral evidenced by an agreement, Instrument or Document, including, without limitation, any Tangible Chattel Paper and any Investment Property consisting of certificated securities, Borrower shall deliver the original thereof to Lender together with an appropriate endorsement or other specific evidence of assignment thereof to Lender (in form and substance acceptable to Lender). If an endorsement or assignment of any such items shall not be made for any reason, Lender is hereby irrevocably authorized, as Borrower's attorney and agent-in-fact, to endorse or assign the same on Borrower's behalf.

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