Terms of Transaction Security Documents Sample Clauses

Terms of Transaction Security Documents. The following principles will be reflected in the terms of any Transaction Security Document (subject to considerations under applicable local law according to the advice of legal counsel in the applicable jurisdiction and subject to any express requirements in Schedule 5 (Permitted Restructuring)):
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Terms of Transaction Security Documents. The following principles will be reflected in the terms of any Security taken as part of this transaction: (a) subject to Permitted Security the security will be first ranking Security over such present and future assets of the Group as are, in accordance with these Security Principles, agreed to be material, to the extent possible; (b) Security will not be enforceable until the Acceleration Date; (c) Security will not be “all monies” but will be restricted to the liabilities arising under the Finance Documents; (d) representations and undertakings shall only be included in each Transaction Security Document to the extent they specifically relate to the creation, registration or perfection of the Security unless otherwise expressly required by local law or agreed custom; (e) prior to the occurrence of the Acceleration Date, the provisions of each Transaction Security Document will not be unduly burdensome on the Guarantor or interfere unreasonably with the operation of its business and will be limited to those required to create or maintain effective Security and will not impose commercial obligations; (f) information, such as lists of assets, will be provided: (i) if required by local law to perfect or register the Security to that extent; (ii) if customarily made available for Security of that type in a jurisdiction no more frequently than annually (or if specifically required to be provided more frequently by law to protect or maintain the Security, as frequently as required by law to protect or maintain such Security); or (iii) following an Event of Default which is outstanding, on the Security Agent’s reasonable request; (g) the Lenders or Hedging Counterparties shall only be able to exercise a power of attorney following the occurrence of the Acceleration Date or if the relevant Guarantor has failed to comply with a further assurance or perfection obligation within 20 Business Days of receiving notice of that failure and being requested to comply; (h) Security, will where possible and practical, automatically create Security over future assets of the same type as those already secured, subject to these Security Principles; (i) in the Transaction Security Documents there will be no repetition or extension of clauses set out in this Agreement or the Onshore Facility Agreement such as those relating to notices, cost and expenses, indemnities, tax gross up, distribution of proceeds and release of Security unless required by applicable local law or agreed...
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Terms of Transaction Security Documents. The following principles will be reflected in the terms of any security taken as part of this transaction:
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Terms of Transaction Security Documents. Where appropriate to do so under local law, terms defined in this Agreement and/or the Intercreditor Agreement shall be incorporated by reference into each Transaction Security Document. The parties to this Agreement agree to negotiate the form of each Transaction Security Document and, where applicable, each Accession Deed in good faith. Unless otherwise required under applicable law, representations in each Transaction Security Document will only relate to the assets to which that Transaction Security relates or the Security created or purported to be created thereunder and shall not duplicate representations made at the date of execution of that Transaction Security Document by any Obligor, the Parent or Group Member in other Finance Documents or otherwise restrict the use of the assets subject to that Transaction Security to a greater extent than provided for in this Agreement. Unless otherwise required under applicable law, undertakings in each Transaction Security Document additional to those contained in this Agreement will only be included to the extent necessary under local law to create or perfect the Transaction Security and will not impose additional commercial obligations or otherwise restrict the use of the assets subject to that Transaction Security to a greater extent than provided for in this Agreement. Unless otherwise required under applicable law for the creation or perfection of Transaction Security in accordance with these Security Principles, the Transaction Security Documents will not contain any repetition of provisions of the other Finance Documents, such as notices, costs and expenses, indemnities, Tax gross up and distribution of proceeds (but may, in circumstances where that Transaction Security Document is to be registered, replicate certain covenants contained in this Agreement where to do so would be in the interests of the Secured Parties). Unless granted under a global security document governed by the laws of the jurisdiction of incorporation of an Obligor or the Parent or under the laws of Hong Kong or England and Wales, all Transaction Security shall be governed by the laws of the jurisdiction in which the relevant asset to be made subject to such Transaction Security is located and, where such asset comprises a contract, shall be governed by the governing law of that contract and, save where it is inappropriate under applicable laws, where shares or equity interests are to be made subject to Transaction Security, shall...
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Terms of Transaction Security Documents. The following principles will be reflected in the terms of any Transaction Security Document: (a) save as otherwise required by local law or custom, security will not be enforceable until the Acceleration Date has occurred; (b) notification of pledges or security over bank accounts and insurance receivables will be given at the time of execution of the relevant Transaction Security Document or otherwise in accordance with the terms of the Transaction Security Documents; (c) notification of receivables security to debtors and of security over goods held by third parties may only be given if an Event of Default is continuing; (d) the security documents shall operate to create Security rather than to impose new commercial obligations. Accordingly, they should not contain any representations or undertakings other than in respect of the perfection and registration of the Security or customary under local law and/or consistent with those in this Agreement;
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Terms of Transaction Security Documents. The following principles will be reflected in the terms of any Transaction Security Document (subject to considerations under applicable local law according to the advice of legal counsel in the applicable jurisdiction and subject to any express requirements in Schedule 14 (Permitted Restructuring): (a) rights of set off (other than for netting purposes) will not be exercisable until the occurrence of an Enforcement Event (but without prejudice to contractual set-off provisions under this Agreement); (b) (subject to paragraph (g) below) representations and undertakings applicable to the grantor of Transaction Security in any Transaction Security Document shall be consistent with those set out in this Agreement (applying to such grantor mutatis mutandis) and shall not seek to impose additional commercial requirements, except for any additional representations and undertakings included in such Transaction Security Document to confirm (or that are reasonably required in connection with) creation or perfection of Security, any registration or perfection of any security interest required by local law or customary in the applicable jurisdiction, and there shall not be any requirements to pay costs or provisions for default or penalty interest, Tax gross-up or indemnities unless (in each case) such requirements or provisions are either (i) identical (mutatis mutandis) to those contained in this Agreement or (ii) required for the creation or perfection of any Transaction Security (and no equivalent provision is contained in this Agreement); (c) the provisions of each Transaction Security Document shall take into account the day-to-day operations of the business of the applicable grantor of Transaction Security thereunder (prior to the occurrence of any Enforcement Event);
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Related to Terms of Transaction Security Documents

  • Execution of Transaction Documents The Transaction Documents shall have been executed and delivered by the parties thereto.

  • Delivery of Transaction Documents The Transaction Documents shall have been duly executed and delivered by the Purchasers to the Company.

  • Reaffirmation of Loan Documents and Liens Except as amended and modified hereby, any and all of the terms and provisions of the Credit Agreement and the other Loan Documents shall remain in full force and effect and are hereby in all respects ratified and confirmed by each Credit Party. Each Credit Party hereby agrees that the amendments and modifications herein contained shall in no manner affect or impair the liabilities, duties and obligations of any Credit Party under the Credit Agreement and the other Loan Documents or the Liens securing the payment and performance thereof.

  • Amendments and Supplements to the Final Offering Memorandum and Other Securities Act Matters If at any time prior to the Closing Date (i) any event shall occur or condition shall exist as a result of which any of the Pricing Disclosure Package as then amended or supplemented would include any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading or (ii) it is necessary to amend or supplement any of the Pricing Disclosure Package to comply with law, the Company and the Guarantors agree to promptly notify the Initial Purchasers thereof and forthwith prepare and (subject to Section 3(a) hereof) furnish to the Initial Purchasers such amendments or supplements to any of the Pricing Disclosure Package as may be necessary so that the statements in any of the Pricing Disclosure Package as so amended or supplemented will not, in the light of the circumstances under which they were made, be misleading or so that any of the Pricing Disclosure Package will comply with all applicable law. If, prior to the completion of the placement of the Securities by the Initial Purchasers with the Subsequent Purchasers, any event shall occur or condition exist as a result of which it is necessary to amend or supplement the Final Offering Memorandum, as then amended or supplemented, in order to make the statements therein, in the light of the circumstances when the Final Offering Memorandum is delivered to a Subsequent Purchaser, not misleading, or if in the judgment of the Representative or counsel for the Initial Purchasers it is otherwise necessary to amend or supplement the Final Offering Memorandum to comply with law, the Company and the Guarantors will promptly notify the Initial Purchasers thereof and forthwith prepare and (subject to Section 3(a) hereof) furnish to the Initial Purchasers such amendments or supplements to the Final Offering Memorandum so that the statements in the Final Offering Memorandum as so amended or supplemented will not, in the light of the circumstances at the Closing Date and at the time of sale of Securities, be misleading or so that the Final Offering Memorandum, as amended or supplemented, will comply with all applicable law.

  • As Of Transactions For purposes of this Article M, the term “

  • Costs of Transfer on Exchange Notwithstanding Paragraph 8, the Transferor will be responsible for, and will reimburse the Transferee for, all transfer and other taxes involved in the transfer of Eligible Credit Support either from the Transferor to the Transferee or from the Transferee to the Transferor hereto.

  • Reaffirmation of Loan Documents Any and all of the terms and provisions of the Credit Agreement and the Loan Documents shall, except as amended and modified hereby, remain in full force and effect. This Amendment shall not limit or impair any Liens securing the Obligations, each of which are hereby ratified, affirmed and extended to secure the Obligations as it may be increased pursuant hereto. This Amendment constitutes a Loan Document.

  • Compliance with Transaction Documents The Company shall comply with, observe and timely perform each and every one of the covenants, agreements and obligations under the Transaction Documents.

  • Delivery of Loan Documents Borrower shall have delivered the following documents (and, as applicable, duly executed and dated the Closing Date or an earlier date satisfactory to Agent):

  • Consummation of Transactions Each party shall use all ---------------------------- commercially reasonable efforts to take, or cause to be taken, all actions, and to do, or cause to be done, all things necessary, proper or advisable and consistent with applicable Law to carry out all of its respective obligations under this Agreement and to consummate the Transactions, which efforts shall include, without limitation, the following: (1) The parties shall use all commercially reasonable efforts to cause the Closing to occur and the Transactions to be consummated in accordance with the terms hereof, and, without limiting the generality of the foregoing, to obtain all necessary Consents including, without limitation, the approval of this Agreement and the Transactions by all Governmental Authorities and agencies, including the FCC, applicable to the execution, delivery and performance of this Agreement or the consummation of the Transactions, and to make all filings with and to give all notices to third parties which may be necessary or reasonably required in order for the parties to consummate the Transactions. (2) Each party shall furnish to the other parties all information concerning such party and its Affiliates reasonably required for inclusion in any application or filing to be made by the Company or any other party in connection with the Transactions or otherwise to determine compliance with applicable FCC Law. (3) Upon the request of any other party, each party shall forthwith execute and deliver, or cause to be executed and delivered, such further instruments of assignment, transfer, conveyance, endorsement, direction or authorization and other documents as may reasonably be requested by such party in order to effectuate the purposes of this Agreement. Nothing in this Agreement shall be construed to require the parties to consummate the Closing if any regulatory approval would require that it (i) divest or hold separate any of its assets existing as of the date hereof other than as contemplated by this Agreement or (ii) otherwise take or commit to take any action that limits its freedom of action in any material respect with respect to any of its businesses, product lines or assets.

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