THE PERSONAL PROPERTY SECURITIES ACT Sample Clauses

THE PERSONAL PROPERTY SECURITIES ACT. 16.1 Defined terms in the Personal Property Securities Act 2009 (Cth) have the same meaning as the equivalent defined terms in this clause. 16.2 The Purchaser acknowledges that these terms and conditions constitute a registrable Security Agreement which creates the following Security Interests in favour of the Seller in the following Collateral for the purpose of securing the Seller’s Goods and payments due to the Seller under this Agreement: (a) a Purchase Money Security Interest in all Goods supplied by the Seller to the Purchaser from time to time; and (b) a Security Interest in All of Purchaser’s Present and After Acquired Personal Property. 16.3 The Purchaser accepts, acknowledges and agrees that: (a) the Purchaser waives its rights to receive notification of a Registration by the Seller; (b) Pursuant to section 275(6) of the PPSA, the Purchaser agrees the Seller is not required to disclose to an interested person information pertaining to the Seller’s Security Interest unless required to do so pursuant to the PPSA or at law generally.
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THE PERSONAL PROPERTY SECURITIES ACT. 15.1 Defined terms in the Personal Property Securities Act 2009 (Cth) have the same meaning as the equivalent defined terms in this clause. 15.2 The Patient acknowledges that these terms and conditions constitute a registrable Security Agreement which creates a Security Interest in favour of Advanced Dental Artistry in All of the Patient’s Present and After- Acquired Property for the purpose of securing payments due to Advanced Dental Artistry under this Agreement. 15.3 The Patient accepts, acknowledges and agrees that: (a) the Patient waives its rights to receive notification of a Registration by Advanced Dental Artistry; (b) Pursuant to section 275(6) of the PPSA, the Patient agrees Advanced Dental Artistry is not required to disclose to an interested person information pertaining to Advanced Dental Artistry’s Security Interest unless required to do so pursuant to the PPSA or at law generally. 15.4 The Patient will: (a) sign any documents and/or provide any further information (which information the Patient warrants to be complete, accurate and up-to- date in all respects) and/or assistance which Advanced Dental Artistry may reasonably require to register or amend its Security Interest on the PPSR; (b) indemnify Advanced Dental Artistry against any costs Advanced Dental Artistry incurs in perfecting, maintaining and enforcing its Security Interests, its rights under this Agreement or at law generally; (c) procure from any persons considered by Advanced Dental Artistry to be relevant to its security position, such agreement and waivers as Advanced Dental Artistry may at any time reasonably require; and (d) not register a Financing Change Statement in respect of a Security Interest contemplated or constituted by the Agreement in its own favour or in favour of a third party without Advanced Dental Artistry’s prior written consent. 15.5 If Chapter 4 of the PPSA would otherwise apply to the enforcement of a Security Interest arising in connection with this Agreement to which these Terms and Conditions apply, the Patient agrees, to the extent that s 115(1) allows this, that the following provisions of the PPSA will not apply to the enforcement of the Agreement: (a) s 95 (notice of removal of accession), to the extent that it requires Advanced Dental Artistry to give a notice to the Patient; (b) s 96 (when a person with an interest in the whole may retain an accession); (c) s 121(4) (enforcement of liquid assets – notice to grantor); (d) s 125 (obligation to di...
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THE PERSONAL PROPERTY SECURITIES ACT. 17.1. The Customer acknowledges that these Terms and Conditions provide for security interests in: (i) all Goods supplied under these Terms and Conditions; and (ii) all Service Related Assets in order to secure payment of the Amount Payable, and that the Company may register one or more financing statements in respect of such security interests. 17.2. The Customer acknowledges that the security interests in the Goods granted to the Company pursuant to the retention of title in clause 7 secures payment of the Amount Payable and: (i) extends to and continues in all proceeds and Accessions and Processed Goods; and (ii) is a purchase money securities interest to the extent which it secures payment of that part of the Amount Payable which comprises the aggregate unpaid purchase price of the Goods. 17.3. The Customer must do anything which the Company reasonably considers necessary to ensure the security interest is at all times enforceable, perfected and otherwise effective. 17.4. The Customer must not do or permit anything to be done that may result in the purchase money security interest granted to the Company ranking in priority behind any other security interest. 17.5. The Customer must give the Company prior notice of any change to its name or business that would require lodgement of a financing change statement on the PPSA register.
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THE PERSONAL PROPERTY SECURITIES ACT. 14.1 Under Raps Pty Ltd t/a Intercept Australia and the Customer agree that ownership of any documents, reports or advice that make up the Services will not pass until: (a) the Customer has paid Under Raps Pty Ltd t/a Intercept Australia all amounts owing for the Services; and (b) the Customer has met all its obligations pursuant to this Agreement. 14.2 For the avoidance of doubt, any form of payment other than cash shall not be deemed to be effectual until that form of payment has been honoured, cleared or recognised and until such time, the Consultant’s ownership or rights in respect of the Services shall continue. 14.3 The Customer agrees that Under Raps Pty Ltd t/a Intercept Australia can commence legal proceedings to recover the Fees for the Services provided notwithstanding that ownership of the Services may not have passed to the Customer. 14.4 The Customer consents to Under Raps Pty Ltd t/a Intercept Australia affecting and maintaining a registration (in any manner that Under Raps Pty Ltd t/a Intercept Australia considers appropriate) on the Personal Properties Securities Register (PPSR) in relation to any security interest contemplated or constituted by this Agreement including but not limited to Under Raps Pty Ltd t/a Intercept Australia goods, Services or Intellectual Property. 14.5 The Customer agrees to sign any documents and provide all assistance and information to Under Raps Pty Ltd t/a Intercept Australia required to facilitate the registration and maintenance of any security interest.
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THE PERSONAL PROPERTY SECURITIES ACT. 12.1 Ownership of the Goods remains with the Seller until the Customer has paid the Price in full. 12.2 The Customer acknowledges that this Agreement and these Terms and Conditions constitute a Security Agreement. The Customer grants a Security Interest in favour of the Seller in the following Collaterals for the purpose of securing the Customer’s payment and other obligations to the Seller under this Agreement: (a) All Goods (including any Commingled Goods) supplied by the Seller to the Customer from time to time; and (b) The Customer’s All Present and After Acquired Property. 12.3 Further to clause 12.2, the Customer grants to the Seller a Purchase Money Security Interest. 12.4 The Customer accepts, acknowledges and agrees that: (a) the Seller can, without notice to the Customer, affect and maintain a Registration (in any manner that the Seller considers appropriate) of its Security Interest on the PPSR in relation to any Security Interest granted, contemplated or constituted by this Agreement; (b) Pursuant to section 275(6) of the PPSA, the Customer agrees the Seller is not required to disclose to an interested person information pertaining to the Seller’s Security Interest unless required to do so pursuant to the PPSA or at law generally. 12.5 The Customer will: (a) sign any documents and/or provide any further information (which information the Customer warrants to be complete, accurate and up-to-date in all respects) and/or assistance which the Seller may reasonably require to enable perfection of its Security Interest or Registration of a Financing Statement or Financing Change Statement on the PPSR; (b) give the Seller not less than 14 days’ written notice of any proposed change in their name and/or any other changes in their details (including but not limited to, changes in their address, facsimile number, email address, trading name or business activities); (c) indemnify the Seller against any costs the Seller incurs in perfecting and maintaining its perfected Security Interest in the Goods or such other Personal Property under the PPSA and any costs the Seller may incur in the course of enforcing any of its rights under this Agreement, the PPSA or at law generally; (d) procure from any persons considered by the Seller to be relevant to its security position, such agreement and waivers as the Seller may at any time reasonably require. 12.6 If Chapter 4 of the PPSA would otherwise apply to the enforcement of a Security Interest arising in connecti...
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Related to THE PERSONAL PROPERTY SECURITIES ACT

  • Personal Property Securities Act The Customer acknowledges that under the Contract the Customer grants a Security Interest(s) to the Company, including but not limited to, the lien in Clause 6. The Customer acknowledges that the Contract constitutes a Security Agreement for the purposes of the PPS Act. The Guarantor acknowledges that under the Guarantee the Guarantor grants a Security Interest(s) to the Company, including (without limitation) a charge over all its property. The Guarantor acknowledges that the Guarantee constitutes a Security Agreement for the purposes of the PPS Act. If there is a Security Interest in favour of the Customer or the Guarantor and the Customer or the Guarantor proposes to register the Security Interest under the PPS Act, the Customer or the Guarantor (as applicable) must give the Company written notice prior to the registration that the Customer or the Guarantor (as applicable) proposes to register the Security Interest. The Customer and the Guarantor will do anything reasonably required by the Company to enable the Company to register its Security Interests, with the priority the Company requires, and to maintain the registration. The Security Interests arising under the Contract or the Guarantee attach to the Collateral in accordance with section 19(2) of the PPS Act and the parties confirm that they have not agreed that any Security Interest arising under the Contract or the Guarantee attaches at any later time. The Customer and the Guarantor each acknowledge that the Company may perfect its Security Interests by lodging a Financing Statement on the Personal Property Securities Register. To the extent that any of the enforcement provisions of Chapter 4 of the PPS Act apply to the Security Interests created under or referred to in the Contract or the Guarantee, the following provisions of the PPS Act will not apply: (i) section 95 (notice of removal of accession), to the extent that it requires the secured party to give a notice to the grantor; (ii) subsection 121(4) (enforcement of liquid assets – notice to grantor); (iii) section 130 (notice of disposal), to the extent that it requires the secured party to give the grantor a notice; (iv) paragraph 132(3)(d) (contents of statement of account after disposal); (v) subsection 132(4) (statement of account if no disposal); (vi) section 135 (notice of retention); (vii) section 142 (redemption of collateral); and (viii) section 143 (reinstatement of security agreement). The Company does not need to give the Customer or the Guarantor any notice under the PPS Act (including a notice of a Verification Statement) unless the notice is required by the PPS Act and that requirement cannot be excluded. The parties agree that neither party will disclose to an “interested person” (as defined in section 275(9) of the PPS Act) or any other person, any information of the kind described in section 275(1) of the PPS Act. The Customer and the Guarantor will not authorise the disclosure of any information of the kind described in section 275(1) of the PPS Act.

  • Securities Act of 1933 A registration statement under the Securities Act of 1933, as amended (the "1933 Act") has been filed and is currently effective, or will be effective prior to the sale of any Shares, and will remain so effective, and all appropriate state securities law filings have been made with respect to all the Shares of the Customer being offered for sale except for any Shares which are offered in a transaction or series of transactions which are exempt from the registration requirements of the 1933 Act and state securities laws; information to the contrary will result in immediate notification to the Transfer Agent.

  • U.S. Securities Law Matters The Parties agree that the Arrangement will be carried out with the intention that all Proportionate Voting Shares issued under the Arrangement to the JW Entities will be issued by the Company in reliance on the exemption from the registration requirements of the U.S. Securities Act provided by section 3(a)(10) thereof or another available exemption. In order to ensure the availability of the exemption under section 3(a)(10) of the U.S. Securities Act, the Parties agree that the Arrangement will be carried out on the following basis: (a) the Arrangement will be subject to the approval of the Court; (b) the Court will be advised as to the intention of the Parties to rely on the exemption from the registration requirements of the U.S. Securities Act under section 3(a)(10) thereof prior to the hearing required to approve the Arrangement; (c) before approving the Arrangement, the Court will be required to satisfy itself as to the procedural and substantive fairness of the Arrangement to the Company Shareholders; (d) the Company will ensure that the JW Entities will be given adequate notice advising them of their right to attend the Final Order hearing and will provide them with sufficient information for them to exercise that right; (e) the JW Entities hereby acknowledge that they have been advised that the Proportionate Voting Shares issued pursuant to the Arrangement have not been registered under the U.S. Securities Act and will be issued by the Company in reliance on the exemption under section 3(a)(10) of the U.S. Securities Act; (f) the Final Order approving the Arrangement that is obtained from the Court will expressly state that the Plan of Arrangement is fair and reasonable (as that term is understood for the purposes of section 182 of the OBCA) and is approved by the Court; and (g) the Interim Order approving the Company Meeting will specify that each Company Shareholder will have the right to appear before the Court at the Final Order hearing so long as they deliver a Notice of Appearance within the time prescribed by the Interim Order.

  • Securities Act, etc In view of the position of the Grantors in relation to the Pledged Collateral, or because of other current or future circumstances, a question may arise under the U.S. Securities Act of 1933, as now or hereafter in effect, or any similar statute hereafter enacted analogous in purpose or effect (such Act and any such similar statute as from time to time in effect being called the “Federal Securities Laws”) with respect to any disposition of the Pledged Collateral permitted hereunder. Each Grantor understands that compliance with the Federal Securities Laws might very strictly limit the course of conduct of the Collateral Agent if the Collateral Agent were to attempt to dispose of all or any part of the Pledged Collateral, and might also limit the extent to which or the manner in which any subsequent transferee of any Pledged Collateral could dispose of the same. Similarly, there may be other legal restrictions or limitations affecting the Collateral Agent in any attempt to dispose of all or part of the Pledged Collateral under applicable “blue sky” or other state securities laws or similar laws analogous in purpose or effect. Each Grantor recognizes that in light of such restrictions and limitations the Collateral Agent may, with respect to any sale of the Pledged Collateral, limit the purchasers to those who will agree, among other things, to acquire such Pledged Collateral for their own account, for investment, and not with a view to the distribution or resale thereof. Each Grantor acknowledges and agrees that in light of such restrictions and limitations, the Collateral Agent, in its sole and absolute discretion (a) may proceed to make such a sale whether or not a registration statement for the purpose of registering such Pledged Collateral or part thereof shall have been filed under the Federal Securities Laws and (b) may approach and negotiate with a limited number of potential purchasers (including a single potential purchaser) to effect such sale. Each Grantor acknowledges and agrees that any such sale might result in prices and other terms less favorable to the seller than if such sale were a public sale without such restrictions. In the event of any such sale, the Collateral Agent shall incur no responsibility or liability for selling all or any part of the Pledged Collateral at a price that the Collateral Agent, in its sole and absolute discretion, may in good xxxxx xxxx reasonable under the circumstances, notwithstanding the possibility that a substantially higher price might have been realized if the sale were deferred until after registration as aforesaid or if more than a limited number of purchasers (or a single purchaser) were approached. The provisions of this Section 5.04 will apply notwithstanding the existence of a public or private market upon which the quotations or sales prices may exceed substantially the price at which the Collateral Agent sells.

  • Registration Under Securities Act of 1933 as amended. The Company agrees that the Shares or, if the Shares are convertible into common stock of the Company, such common stock, shall be subject to the registration rights set forth on Exhibit B, if attached.

  • U.S. Securities Laws (a) The Parties intend that the issuance of (i) the New Parent Shares under the Arrangement and (ii) Replacement Options (and corresponding tandem Replacement SARs) issued in exchange for the Agrium Voting Options shall be exempt from the registration requirements of the U.S. Securities Act pursuant to the exemption provided by Section 3(a)(10) thereof (the “Section 3(a)(10) Exemption”). Each Party shall act in good faith, consistent with the intent of the Parties and the intended treatment of the Arrangement set forth in this Section 2.15. (b) In order to ensure the availability of the Section 3(a)(10) Exemption, the Parties agree that each of the Arrangement and the issuance of such Replacement Options (and corresponding tandem Replacement SARs) shall be carried out on the following basis: (i) each of the Arrangement and the issuance of such Replacement Options (and corresponding tandem Replacement SARs) shall be subject to the approval of the Court; (ii) the Court shall be advised as to the intention of New Parent and the Parties to rely on the Section 3(a)(10) Exemption prior to the hearing required to approve each of the Arrangement and the issuance of such Replacement Options (and corresponding tandem Replacement SARs); (iii) the Court shall be required to satisfy itself as to the substantive and procedural fairness of each of the Arrangement and the issuance of such Replacement Options (and corresponding tandem Replacement SARs); (iv) the Final Order shall expressly state that each of the Arrangement and the issuance of such Replacement Options (and corresponding tandem Replacement SARs) is approved by the Court as being substantively and procedurally fair to the Persons to whom the New Parent Shares and such Replacement Options (and corresponding tandem Replacement SARs) will be issued; (v) the Parties shall ensure that each Person entitled to receive New Parent Shares on completion of the Arrangement and such Replacement Options (and corresponding tandem Replacement SARs), as applicable, shall be given adequate notice advising them of their right to attend and appear before the Court at the hearing of the Court for the Final Order and providing them with adequate information to enable such Person to exercise such right; (vi) each Person to whom New Parent Shares shall be issued pursuant to the Arrangement and to whom such Replacement Options (and corresponding tandem Replacement SARs) shall be issued, as applicable, shall be advised that such New Parent Shares and such Replacement Options (and corresponding tandem Replacement SARs) have not been registered under the U.S. Securities Act and shall be issued by Agrium in reliance upon the exemption from the registration requirements of the U.S. Securities Act provided by Section 3(a)(10) of the U.S. Securities Act and, in the case of affiliates of PCS and of Agrium, shall be subject to certain restrictions on resale under the U.S. Securities Laws, including Rule 144 under the U.S. Securities Act; (vii) the Interim Order shall specify that each Person to whom (i) New Parent Shares shall be issued pursuant to the Arrangement or (ii) such Replacement Options (and corresponding tandem Replacement SARs) shall be issued shall have the right to appear before the Court at the hearing of the Court to give approval of the Arrangement so long as such securityholder enters an appearance within a reasonable time; and (viii) the Final Order shall include a statement to substantially the following effect: “This Order shall serve as the basis for reliance on the exemption provided by Section 3(a)(10) of the United States Securities Act of 1933, as amended, from the registration requirements otherwise imposed by that act, regarding the distribution of (i) common shares of New Parent pursuant to the Plan of Arrangement, and (ii) options to purchase common shares of New Parent in exchange for currently outstanding Agrium options, which Agrium options were granted under the Agrium Stock Option Plan on or before December 31, 2012, and corresponding tandem Replacement SARs as contemplated in the Plan of Arrangement.”

  • Registration Under Securities Act of 1933, as amended The Company agrees that the Shares or, if the Shares are convertible into common stock of the Company, such common stock, shall have certain incidental, or “Piggyback,” registration rights pursuant to and as set forth in the Company’s Investor Rights Agreement or similar agreement. The provisions set forth in the Company’s Investors’ Right Agreement or similar agreement relating to the above in effect as of the Issue Date may not be amended, modified or waived without the prior written consent of Holder unless such amendment, modification or waiver affects the rights associated with the Shares in the same manner as such amendment, modification, or waiver affects the rights associated with all other shares of the same series and class as the Shares granted to the Holder.

  • Securities Act “Securities Act” shall mean the Securities Act of 1933, as amended.

  • Registration Under the Securities Act of 1933 None of the Warrants or Shares have been registered for purposes of public distribution under the Securities Act of 1933, as amended (the "Act").

  • Delivery and Registration of the Property The Trust shall deliver or cause to be delivered to Custodian all securities and all monies owned by the Funds, including cash received for the issuance of Shares, at any time during the period of this Agreement, except for securities and monies to be delivered to any sub-custodian appointed, with approval of the Trust, by Custodian pursuant to Paragraphs 7, 27, or 28(g) hereof. Custodian will not be responsible for such securities and such monies until actually received by it. All securities delivered to Custodian or any such sub-custodian (other than in bearer form) shall be registered in the name of the Fund or in the name of a nominee of a Fund or in the name of Custodian or any nominee of Custodian (with or without indication of fiduciary status) or in the name of any sub-custodian or any nominee of such sub-custodian appointed, with approval of the Trust, pursuant to Paragraphs 7, 27, or 28(g) hereof or shall be properly endorsed and in form for transfer satisfactory to Custodian.

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