Status of Securities Intermediary Sample Clauses

Status of Securities Intermediary. The parties agree that Securities Intermediary is a securities intermediary and that for the purposes of the UCC the Account shall be deemed to consist of (a) a “securities account” (within the meaning of Article 8 of the UCC) with respect to securities deposited therein and (b) a “deposit account” (within the meaning of Article 9 of the UCC) with respect to cash deposited in or credited thereto, and intend that all securities held in the Account shall be treated as financial assets.
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Status of Securities Intermediary. The parties agree that Securities Intermediary is a securities intermediary, and intend that all securities and other property held in the Account shall be treated as financial assets and the Securities Intermediary so agrees to treat all such property as financial assets.
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Status of Securities Intermediary. The parties hereby expressly agree and intend that all property at any time held in the Account is to be treated as a “financial asset.” The Securities Intermediary represents and warrants that the Securities Intermediary is a “securities intermediary” with respect to the Account and the “financial assets” credited to the Account.
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Status of Securities Intermediary. Securities Intermediary represents that it is a securities intermediary within the meaning of Section 8-102(a)(14) of the UCC with respect to the Indemnification Account and Pledge Collateral Accounts. Pledgor, Secured Party, Pledge Collateral Agent and Securities Intermediary intend that all assets, including cash, held in the securities account constituting part of the Indemnification Account and in the Pledge Collateral Accounts under the Pledge Agreement shall be treated as financial assets, but agree that any funds being held for investment in the Indemnification Account shall be held in the deposit account of the Securities Intermediary that comprises part of the Indemnification Account until invested. The parties agree that Securities Intermediary is a bank with respect to any deposit account comprising part of the Indemnification Account.
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Status of Securities Intermediary. Securities Intermediary represents and warrants to, and agrees with, Pledgor and Secured Party that Securities Intermediary is a “securities intermediary” within the meaning of Section 8-102(a)(14) of the UCC.
Sample 1
Status of Securities Intermediary. The parties agree that Securities Intermediary is a securities intermediary, and intend that all property, other than cash, held in the Account shall be treated, and Securities Intermediary hereby agrees to treat such property, as "financial assets" within the meaning of the UCC. Securities Intermediary makes no representations or warranties with respect to the creation or enforceability of any security interest in the Account or the Collateral.
Sample 1
Status of Securities Intermediary. The parties agree that: (i) the Account shall be a “securities account” (within the meaning of Article 8-501 of the UCC) and each item held in or credited to the Account from time to time shall be treated as a financial asset; and (ii) the Securities Intermediary is a securities intermediary with respect to the Account.
Sample 1
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Status of Securities Intermediary. To the extent the Account constitutes a deposit account, Securities Intermediary shall, subject to the terms of this Agreement, comply with instructions originated by the Secured Party directing disposition of funds in such Account without further consent of the Pledgor. Such deposit account shall be deemed to be maintained with Securities Intermediary acting in its capacity as a “bank” (within the meaning of Section 9-102(a)(8) of the UCC). To the extent the Account constitutes a securities account, the parties agree that Securities Intermediary is a securities intermediary, and intend that all property other than cash or uninvested funds held in the Account shall be treated as financial assets.
Sample 1
Status of Securities Intermediary. The parties agree that Securities Intermediary is a “securities intermediary” and “bank” with respect to each Account, and that for the purposes of the UCC, each Account shall be deemed to consist of (a) a “securities account” (within the meaning of Article 8 of the UCC) with respect to all financial assets deposited in or credited therein, and (b) a “deposit account” (within the meaning of Article 9 of the UCC) with respect to cash deposited in or credited thereto, and agree that all securities held in or credited to such Account from time to time shall be treated as financial assets.
Sample 1

Related to Status of Securities Intermediary

  • Securities Intermediary The Securities Intermediary, in acting under this Indenture, is entitled to all rights, benefits, protections, immunities and indemnities accorded The Bank of New York Mellon Trust Company, N.A., a national banking association, in its capacity as Indenture Trustee under this Indenture.

  • Successor Securities Intermediary Any successor Securities Intermediary shall be a bank or trust company, having capital and surplus of at least $50 million, located in the State of New York.

  • Establishment of Securities Account The Securities Intermediary hereby confirms and agrees that:

  • Status of Securities The shares of Series A Preferred Stock to be issued pursuant to this Agreement, and the shares of Class A Common Stock or Series A-1 Preferred Stock to be issued upon conversion of the Series A-1 Preferred Stock or the Series A-2 Preferred Stock, respectively, have been duly authorized by all necessary corporate action. When issued and sold against receipt of the consideration therefor as provided in this Agreement or the Series A-1 Certificate or Series A-2 Certificate, as applicable, the shares of Series A Preferred Stock being purchased by the Initial Investors hereunder will be validly issued, fully paid and nonassessable, with no personal liability attaching to the ownership thereof, will not be subject to preemptive rights of any other stockholder of the Company, and will be free and clear of all Liens, except restrictions imposed by this Agreement, the Registration Rights Agreement, the Securities Act and any applicable state or foreign securities laws. Upon any conversion of any shares of Series A-1 Preferred Stock into Class A Common Stock pursuant to the Series A-1 Certificate, or, upon the receipt of the Requisite Stockholder Approval, the conversion of any shares of Series A-2 Preferred Stock into Series A-1 Preferred Stock pursuant to the Series A-2 Certificate, the shares of Class A Common Stock or Series A-1 Preferred Stock issued upon such conversion will be validly issued, fully paid and nonassessable, will not be subject to preemptive rights of any other stockholder of the Company, and will be free and clear of all Liens, except restrictions imposed by this Agreement, the Registration Rights Agreement, the Securities Act and any applicable state or foreign securities laws. The respective rights, preferences, privileges, and restrictions of the Series A-1 Preferred Stock, the Series A-2 Preferred Stock and the Common Stock are as stated in the Certificate of Incorporation (including the Series A-1 Certificate and the Series A-2 Certificate). The shares of Class A Common Stock to be issued upon any conversion of shares of Series A Preferred Stock into Class A Common Stock have been duly reserved for such issuance. The shares of Series A-1 Preferred Stock to be issued upon any conversion of shares of Series A-2 Preferred Stock into Series A-1 Preferred Stock have been duly reserved for such issuance.

  • Status of Security Interest (a) Subject to the limitations set forth in subsection (b) of this Section 6.4, each Grantor shall maintain the security interest of the Collateral Agent hereunder in all Collateral as valid, perfected, first priority Liens (subject, in the case of priority only, to Permitted Liens).

  • Rights of Secured Party Secured Party shall have the rights contained in this Section at all times during the period of time this Agreement is effective.

  • Rights of Secured Parties The Guarantor consents and agrees that the Agent (for the benefit of the Secured Parties) and/or Secured Parties (as applicable) may, at any time and from time to time, without notice or demand, and without affecting the enforceability or continuing effectiveness hereof: (a) amend, extend, renew, compromise, discharge, accelerate or otherwise change the time for payment or the terms of the Guaranteed Obligations or any part thereof; (b) take, hold, exchange, enforce, waive, release, fail to perfect, sell, or otherwise dispose of any security for the payment of this Guaranty or any Guaranteed Obligations; (c) apply such security and direct the order or manner of sale thereof as the Secured Parties, in their sole discretion (and subject to the terms of the Loan Documents) may determine; and (d) release or substitute one or more of any endorsers or other guarantors of any of the Guaranteed Obligations. Without limiting the generality of the foregoing, the Guarantor consents to the taking of, or failure to take, any action which might in any manner or to any extent vary the risks of the Guarantor under this Guaranty or which, but for this provision, might operate as a discharge of the Guarantor.

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