The Security Agreements. Each of the representations and warranties of each Guarantor contained in each Security Agreement is true and correct.
The Security Agreements. The Stock Pledge Agreements, in each case together with the stock certificates and instruments described in the schedules thereto endorsed in blank (or in the case of stock certificates, accompanied by appropriate stock powers).
The Security Agreements. A copy of the Company’s Articles of Incorporation, certified by the Florida Department of State, and a Certificate of Good Standing (or analogous document) for the Company issued by the Florida Department of State and each and every other state in which the Company is authorized to do business. All such documents shall be dated not earlier then ten days prior to the Closing Date.
The Security Agreements. The Mutual Release.
The Security Agreements. The provisions of the Security Agreements are effective to create in favor of Philips a valid, binding and enforceable security interest in all right, title and interest of the Company and NavTech North America in the Collateral described therein, and to the extent contemplated in Sections 5(c) and 5(d) of the Security Agreements constitute a fully perfected first and prior security interest, lien or mortgage, in all right, title and interest of the Company and NavTech North America in such collateral, superior in right to any liens, except liens, if any, permitted to be prior hereunder or under any Credit Document, existing or future (except, with respect to future liens, as otherwise provided in the applicable Uniform Commercial Code), which the Company, NavTech North America or any third Person may have against such Collateral or interests therein.
The Security Agreements. Amendments to the Original Mortgages, in form and substance satisfactory to the Agent, and Mortgages for the real estate constituting the Tenex Xxxpitals.
The Security Agreements the Borrower Patent Security Agreement, the Borrower Trademark Security Agreement, the AT&T Assignment and the Assignment are each effective to create in favor of the Agent, for the benefit of the Lenders, a legal, valid and enforceable security interest in the respective collateral described therein and proceeds thereof, and the Security Agreements, the Borrower Patent Security Agreement and the Borrower Trademark Security Agreement constitute fully perfected, first priority Liens on, and security interests in, all right, title and interest of the Borrower and its Subsidiaries in such collateral and the proceeds thereof superior in right to any other Person other than Liens permitted hereby.
The Security Agreements. The Borrower shall pay the Agent for the benefit of the Banks in accordance with their Pro Rata Share a fee on each Acceptance at a rate equal to one and four tenths of one (1.40%) percent of the full amount of such Acceptance from the date the Acceptance is created to the date of its maturity, such fee to be calculated on the basis of a 360-day year for the actual number of days elapsed, and to be payable on the date the Acceptance is created. In addition, the Borrower shall pay a fronting fee equal to the greater of (a) $200, or (b) one-eighth of one percent (0.125%) of the face amount of such Acceptance, such fee to be payable on the date of creation of such Acceptance and any other reasonable costs or expenses of the Issuer."
The Security Agreements. Each of the Security Agreements has been duly authorized and, on the Closing Date, will have been duly executed and delivered by, and will constitute a valid and binding agreement of, the Company and the Guarantors, enforceable in accordance with its terms (assuming due authorization, execution and delivery by the other parties thereto), except as the enforcement thereof may be limited by bankruptcy, insolvency, reorganization, fraudulent conveyance, moratorium or other similar laws now or hereinafter in effect relating to or affecting the rights and remedies of creditors and other obligees generally or by general equi- table principles (regardless of whether enforcement is considered in a proceeding at law or in equity), the availability of equitable remedies and except as rights to indemnification and contribution under the Security Agreements may be limited by applicable law. The First Lien Security Agreement, when executed and delivered in connection with the sale of the First Lien Notes, will create, in favor of the First Lien Collateral Agent for the benefit of the First Lien Secured Parties (as defined in the First Lien Security Agreement), valid and enforceable security interests, subject to Permitted Liens (as described in the Offering Memorandum), in the Collateral. The Second Lien Security Agreement, when executed and delivered in connection with the sale of the Second Lien Notes, will create, in favor of the Second Lien Collateral Agent for the benefit of the Second Lien Secured Parties (as defined in the Second Lien Security Agreement), valid and enforceable security interests, subject to Permitted Liens (as described in the Offering Memorandum), in the Collateral. Upon the filing of appropriate Uniform Commercial Code financing statements, the security interests for the benefit of the First Lien Secured Parties in the rights in the Collateral of the Issuers will be perfected to the extent that the same may be perfected by the filing of financing statements and the security interests for the benefit of the Second Lien Secured Parties in the rights in the Collateral of the Issuers will be perfected to the extent that the same may be perfected by the filing of financing statements.
