The Security. The undersigned, WPCS International Incorporated, a Delaware corporation (“WPCS”), Xxxxxxxx Contracting Group, Inc., a California corporation (“Xxxxxxxx”), Heinz Corporation, a Missouri corporation (“Heinz”), New England Communications Systems, Inc., a Connecticut corporation (“New England”), Quality Communications & Alarm Company, Inc., a New Jersey corporation (“Quality”), Southeastern Communication Service, Inc., a Florida corporation (“Southeastern”) and Xxxxxx Comm, Inc., a California corporation (“Xxxxxx”) (WPCS, Clayborn, Heinz, New England, Quality, Southeastern and Xxxxxx, collectively, the “Pledgor”) hereby assigns and grants to Bank of America, N.A. (the “Bank”) a security interest in the following described property now owned or hereafter acquired by the Pledgor (“Collateral”): (a) All accounts, contract rights, chattel paper, instruments, deposit accounts, letter of credit rights, payment intangibles and general intangibles, including all amounts due to the Pledgor from a factor; rights to payment of money from the Bank under any Swap Contract (as defined in Paragraph 2 below); and all returned or repossessed goods which, on sale or lease, resulted in an account or chattel paper. (b) All inventory, including all materials, work in process and finished goods. (c) All machinery, furniture, fixtures and other equipment of every type now owned or hereafter acquired by the Pledgor, (including, but not limited to, the equipment described in the attached Equipment Description, if any). (d) All of the Pledgor’s deposit accounts with the Bank. The Collateral shall include any renewals or rollovers of the deposit accounts, any successor accounts, and any general intangibles and choses in action arising therefrom or related thereto. (e) All instruments, notes, chattel paper, documents, certificates of deposit, securities and investment property of every type. The Collateral shall include all liens, security agreements, leases and other contracts securing or otherwise relating to the foregoing. (f) All general intangibles, including, but not limited to, (i) all patents, and all unpatented or unpatentable inventions; (ii) all trademarks, service marks, and trade names; (iii) all copyrights and literary rights; (iv) all computer software programs; (v) all mask works of semiconductor chip products; (vi) all trade secrets, proprietary information, customer lists, manufacturing, engineering and production plans, drawings, specifications, processes and systems. The Collateral shall include all good will connected with or symbolized by any of such general intangibles; all contract rights, documents, applications, licenses, materials and other matters related to such general intangibles; all tangible property embodying or incorporating any such general intangibles; and all chattel paper and instruments relating to such general intangibles. (g) All negotiable and nonnegotiable documents of title covering any Collateral. (h) All accessions, attachments and other additions to the Collateral, and all tools, parts and equipment used in connection with the Collateral. (i) All substitutes or replacements for any Collateral, all cash or non-cash proceeds, product, rents and profits of any Collateral, all income, benefits and property receivable on account of the Collateral, all rights under warranties and insurance contracts, letters of credit, guaranties or other supporting obligations covering the Collateral, and any causes of action relating to the Collateral. (j) All books and records pertaining to any Collateral, including but not limited to any computer-readable memory and any computer hardware or software necessary to process such memory (“Books and Records”).
Appears in 2 contracts
Samples: Security Agreement (WPCS International Inc), Security Agreement (WPCS International Inc)
The Security. The undersigned, WPCS International Incorporated, a Delaware corporation (“WPCS”), Xxxxxxxx Contracting Group, Inc., a California corporation (“Xxxxxxxx”), Heinz Corporation, a Missouri corporation (“Heinz”), New England Communications Systems, Inc., a Connecticut corporation (“New England”), Quality Communications & Alarm Company, Inc., a New Jersey corporation (“Quality”), Southeastern Communication Service, Inc., a Florida corporation (“Southeastern”) and Xxxxxx Comm, Inc., a California corporation (“Xxxxxx”) (WPCS, Clayborn, Heinz, New England, Quality, Southeastern and Xxxxxx, collectively, the “Pledgor”) Pledgor hereby assigns and grants to Bank of America, N.A. (the “Bank”) Lender a security interest in the following described property now owned or hereafter acquired by the Pledgor (“Collateral”):
(a) All accounts, contract rights, chattel paper, instruments, deposit accounts, letter of credit rights, payment intangibles and general intangibles, including all amounts due to the Pledgor from a factor; rights to payment of money from the Bank under any Swap Contract (as defined in Paragraph 2 below); and all returned or repossessed goods which, on sale or lease, resulted in an account or chattel paper.
(b) All inventory, including all materials, work in process and finished goods.
(c) All machinery, furniture, fixtures and other equipment of every type now owned or hereafter acquired by the Pledgor, (including, but not limited to, the equipment described in the attached Equipment DescriptionExhibit A, if any).
(d) The Collateral shall include all equipment, parts, and accessories which may from time to time be incorporated or installed in or attached to the foregoing.
(e) All of the Pledgor’s deposit accounts with the BankLender. The Collateral shall include any renewals or rollovers of the deposit accounts, any successor accounts, and any general intangibles and choses in action arising therefrom or related thereto.
(ef) All instruments, notes, chattel paper, documents, certificates of deposit, securities and investment property of every type. The Collateral shall include all liens, security agreements, leases and other contracts securing or otherwise relating to the foregoing.
(f) All general intangibles, including, but not limited to, (i) all patents, and all unpatented or unpatentable inventions; (ii) all trademarks, service marks, and trade names; (iii) all copyrights and literary rights; (iv) all computer software programs; (v) all mask works of semiconductor chip products; (vi) all trade secrets, proprietary information, customer lists, manufacturing, engineering and production plans, drawings, specifications, processes and systems. The Collateral shall include all good will connected with or symbolized by any of such general intangibles; all contract rights, documents, applications, licenses, materials and other matters related to such general intangibles; all tangible property embodying or incorporating any such general intangibles; and all chattel paper and instruments relating to such general intangibles.
(g) All negotiable and nonnegotiable documents of title covering any Collateral.
(h) All accessions, attachments and other additions to the Collateral, and all tools, parts and equipment used in connection with the Collateral.
(i) All substitutes or replacements for any Collateral, all cash or non-cash proceeds, product, rents and profits of any Collateral, all income, benefits and property receivable on account of the Collateral, all rights under warranties and insurance contracts, letters of credit, guaranties or other supporting obligations covering the Collateral, and any causes of action relating to the Collateral, and all proceeds (including insurance proceeds) from the sale, destruction, loss, or other disposition of any of the Collateral and sums due from a third party which has damaged or destroyed the Collateral or from that party’s insurer, whether due to judgment, settlement or other process.
(j) All books books, data and records pertaining to any Collateral, whether in the form of a writing, photograph, microfilm or electronic media, including but not limited to any computer-readable memory and any computer hardware or software necessary to process such memory (“Books and Records”).
Appears in 1 contract
The Security. The undersignedundersigned GAMERS FACTORY, WPCS International IncorporatedINCORPORATED and GAME TRADING TECHNOLOGIES, a Delaware corporation INC. (“WPCS”), Xxxxxxxx Contracting Group, Inc., a California corporation (“Xxxxxxxx”), Heinz Corporation, a Missouri corporation (“Heinz”), New England Communications Systems, Inc., a Connecticut corporation (“New England”), Quality Communications & Alarm Company, Inc., a New Jersey corporation (“Quality”), Southeastern Communication Service, Inc., a Florida corporation (“Southeastern”) and Xxxxxx Comm, Inc., a California corporation (“Xxxxxx”) (WPCS, Clayborn, Heinz, New England, Quality, Southeastern and Xxxxxx, collectively, the “"Pledgor”") hereby assigns and grants to Bank of America, N.A. N.A., its subsidiaries and affiliates (collectively, the “"Bank”") a security interest in the following described property now owned or hereafter acquired by the Pledgor (“"Collateral”"):
(a) All accounts, contract rights, chattel paper, instruments, deposit accounts, letter of credit rights, payment intangibles and general intangibles, including all amounts due to the Pledgor from a factor; rights to payment of money from the Bank under any Swap Contract (as defined in Paragraph 2 below); and all returned or repossessed goods which, on sale or lease, resulted in an account or chattel paper.
(b) All inventory, including all materials, work in process and finished goods.
(c) All machinery, furniture, fixtures and other equipment of every type now owned or hereafter acquired by the Pledgor, (including, but not limited to, the equipment described in the attached Equipment Description, if any).
(d) All of the Pledgor’s deposit accounts with the Bank. The Collateral shall include any renewals or rollovers of the deposit accounts, any successor accounts, and any general intangibles and choses in action arising therefrom or related thereto.
(e) All instruments, notes, chattel paper, documents, certificates of deposit, securities and investment property of every type. The Collateral shall include all liens, security agreements, leases and other contracts securing or otherwise relating to the foregoing.
(f) All general intangibles, including, but not limited to, (i) all patents, and all unpatented or unpatentable inventions; (ii) all trademarks, service marks, and trade names; (iii) all copyrights and literary rights; (iv) all computer software programs; (v) all mask works of semiconductor chip products; (vi) all trade secrets, proprietary information, customer lists, manufacturing, engineering and production plans, drawings, specifications, processes and systems. The Collateral shall include all good will connected with or symbolized by any of such general intangibles; all contract rights, documents, applications, licenses, materials and other matters related to such general intangibles; all tangible property embodying or incorporating any such general intangibles; and all chattel paper and instruments relating to such general intangibles.
(g) All negotiable and nonnegotiable documents of title covering any Collateral.
(h) All accessions, attachments and other additions to the Collateral, and all tools, parts and equipment used in connection with the Collateral.
(i) All substitutes or replacements for any Collateral, all cash or non-cash proceeds, product, rents and profits of any Collateral, all income, benefits and property receivable on account of the Collateral, all rights under warranties and insurance contracts, letters of credit, guaranties or other supporting obligations covering the Collateral, and any causes of action relating to the Collateral, and all proceeds (including insurance proceeds) from the sale, destruction, loss, or other disposition of any of the Collateral and sums due from a third party which has damaged or destroyed the Collateral or from that party’s insurer, whether due to judgment, settlement or other process.
(j) All books books, data and records pertaining to any Collateral, whether in the form of a writing, photograph, microfilm or electronic media, including but not limited to any computer-readable memory and any computer hardware or software necessary to process such memory (“"Books and Records”").
Appears in 1 contract
Samples: Security Agreement (Game Trading Technologies, Inc.)
The Security. The undersigned, WPCS International Incorporated, a Delaware corporation (“WPCS”), Xxxxxxxx Contracting Group, Inc., a California corporation (“Xxxxxxxx”), Heinz Corporation, a Missouri corporation (“Heinz”), New England Communications Systems, Inc., a Connecticut corporation (“New England”), Quality Communications & Alarm Company, Inc., a New Jersey corporation (“Quality”), Southeastern Communication Service, Inc., a Florida corporation (“Southeastern”) and Xxxxxx Comm, Inc., a California corporation (“Xxxxxx”) (WPCS, Clayborn, Heinz, New England, Quality, Southeastern and Xxxxxx, collectively, the “Pledgor”) Pledgor hereby assigns and grants to Bank the Agent, for the benefit of Americathe Secured Parties, N.A. (and acknowledges and affirms its prior grant pursuant to the “Bank”) Existing Security Agreement, of a security interest in the following described property now owned or hereafter acquired by the Pledgor (the “Collateral”):), as security for any and all Secured Obligations:
(a) All accounts, contract rights, chattel paper, instruments, deposit accounts, letter of credit rights, payment intangibles and general intangibles, including all amounts due to the Pledgor from a factor; rights to payment of money from the Bank any Secured Party under any Swap Contract (as defined in Paragraph 2 below)to the extent permitted under any such Swap Contract; and all returned or repossessed goods which, on sale or lease, resulted in an account or chattel paper.
(b) All inventory, including all materials, work in process and finished goods.
(c) All machinery, furniture, fixtures and other equipment of every type now owned or hereafter acquired by the Pledgor, (including, but not limited to, the equipment described in the attached Equipment Description, if any).
(d) All of the Pledgor’s deposit accounts with the Bankany Secured Party. The Collateral shall include any renewals or rollovers of the deposit accounts, any successor accounts, and any general intangibles and choses in action arising therefrom or related thereto.
(e) All instruments, notes, chattel paper, documents, certificates of deposit, securities and investment property of every type, including without limitation all securities accounts maintained by Pledgor, together with all financial assets, investment property, securities, cash and other property now or hereafter held therein, and the proceeds thereof, including without limitation dividends payable in cash or stock and shares or other proceeds of conversions or splits of any securities in such accounts. The Collateral shall include all liens, security agreements, leases and other contracts securing or otherwise relating to the foregoing.
(f) All general intangibles, including, but not limited to, (i) all patents, and all unpatented or unpatentable inventions; (ii) all trademarks, service marks, and trade names; (iii) all copyrights and literary rights; (iv) all computer software programs; (v) all mask works of semiconductor chip products; (vi) all trade secrets, proprietary information, customer lists, manufacturing, engineering and production plans, drawings, specifications, processes and systems. The Collateral shall include all good will connected with or symbolized by any of such general intangibles; all contract rights, documents, applications, licenses, materials and other matters related to such general intangibles; all tangible property embodying or incorporating any such general intangibles; and all chattel paper and instruments relating to such general intangibles.
(g) All negotiable and nonnegotiable documents of title covering any of the Collateral.
(h) All accessions, attachments and other additions to the Collateral, and all tools, parts and equipment used in connection with the Collateral.
(i) All substitutes or replacements for any of the Collateral, all cash or non-cash proceeds, productproducts, rents and profits of any of the Collateral, all income, benefits and property receivable on account of the Collateral, all rights under warranties and insurance contracts, letters of credit, guaranties or other supporting obligations covering the Collateral, and any causes of action relating to the Collateral.
(j) All books and records pertaining to any of the Collateral, including but not limited to any computer-readable memory and any computer hardware or software necessary to process such memory (“Books and Records”). Notwithstanding anything to the contrary contained herein or in any of the other Loan Documents, in no event shall the security interests or other Liens granted under this Agreement or any of the other Loan Documents extend to any of the following (the “Excluded Property”):
(i) any (x) owned real property, except to the extent constituting Real Property as to which the Agent or the Lenders have received a mortgage Lien pursuant to Section 6.14 of the Credit Agreement or (y) any leased real property;
(ii) any Intellectual Property for which a perfected Lien thereon is not effected either by filing of a UCC financing statement or by appropriate evidence of such Lien being filed in either the United States Copyright Office or the United States Patent and Trademark Office;
(iii) unless requested by the Administrative Agent or the Required Lenders, any personal property (other than personal property described in clause (ii) above) for which the attachment or perfection of a Lien thereon is not governed by the UCC;
(iv) the Equity Interests of any Foreign Subsidiary of any Loan Party except to the extent required to be pledged to secure the Secured Obligations pursuant to the Pledge Agreements or Section 6.14 of the Credit Agreement;
(v) any general intangible, permit, lease, license, contract or other instrument of the Pledgor to the extent the grant of a security interest in such general intangible, permit, lease, license, contract or other instrument in the manner contemplated by this Agreement, under the terms thereof or under applicable law, is prohibited and would result in the termination thereof or give the other parties thereto the right to terminate, accelerate or otherwise alter the Pledgor’s rights, titles and interests thereunder (including upon the giving of notice or the lapse of time or both); provided that (x) any such limitation described in this clause (v) on the security interests granted hereunder shall only apply to the extent that any such prohibition or right to terminate or accelerate or alter the Pledgor’s rights is not rendered ineffective pursuant to the UCC or any other applicable law (including Debtor Relief Laws) and (y) in the event of the termination or elimination of any such prohibition or right or the requirement for any consent contained in any applicable law, general intangible, permit, lease, license, contract or other instrument, to the extent sufficient to permit any such item to become Collateral hereunder, or upon the granting of any such consent, or waiving or terminating any requirement for such consent, a security interest in such general intangible, permit, lease, license, contract or other instrument shall be automatically and simultaneously granted hereunder and shall be included as Collateral hereunder; and
(vi) any United States intent-to-use trademark applications to the extent that, and solely during the period in which the grant of a security interest therein would impair the validity or enforceability of or render void or result in the cancellation of, any registration issued as a result of such intent-to-use trademark applications under applicable Law; provided that upon submission and acceptance by the USPTO of an amendment to allege use pursuant to 15 U.S.C. Section 1060(a) or any successor provision), such intent-to-use trademark application shall be considered Collateral. The Pledgor and the Agent, on behalf of the Secured Parties, hereby acknowledge and agree that the security interest created hereby in the Collateral (a) constitutes continuing collateral security for all of the Secured Obligations, whether now existing or hereafter arising, and (b) is not to be construed as an assignment of any intellectual property.
Appears in 1 contract
The Security. The undersigned, WPCS International Incorporated, a Delaware corporation (“WPCS”), Xxxxxxxx Contracting Group, Inc., a California corporation (“Xxxxxxxx”), Heinz Corporation, a Missouri corporation (“Heinz”), New England Communications Systems, Inc., a Connecticut corporation (“New England”), Quality Communications & Alarm Company, Inc., a New Jersey corporation (“Quality”), Southeastern Communication Service, Inc., a Florida corporation (“Southeastern”) and Xxxxxx Comm, Inc., a California corporation (“Xxxxxx”) (WPCS, Clayborn, Heinz, New England, Quality, Southeastern and Xxxxxx, collectively, the “Pledgor”) Pledgor hereby assigns and grants to Bank Secured Party, for the ratable benefit of Americathe Lenders, N.A. (the “Bank”) a security interest in the following described property now owned or hereafter acquired by the Pledgor (“Collateral”):
(a) All accounts, contract rights, chattel paper, instruments, deposit accounts, letter of credit rights, payment intangibles and general intangibles, including all amounts due to the Pledgor from a factor; rights to payment of money from the Bank Secured Party under any Swap Contract (as defined in Paragraph 2 below)to the extent permitted under any such Swap Contract; and all returned or repossessed goods which, on sale or lease, resulted in an account or chattel paper.
(b) All inventory, including all materials, work in process and finished goods.
(c) All machinery, furniture, fixtures and other equipment of every type now owned or hereafter acquired by the Pledgor, (including, but not limited to, the equipment described in the attached Equipment Description, if any).
(d) All of the Pledgor’s deposit accounts with the BankSecured Party. The Collateral shall include any renewals or rollovers of the deposit accounts, any successor accounts, and any general intangibles and choses in action arising therefrom or related thereto.
(e) All instruments, notes, chattel paper, documents, certificates of deposit, securities and investment property of every typetype other than equity interests held by Pledgor in any Subsidiary of Pledgor, including without limitation all securities accounts maintained by Pledgor, together with all financial assets, investment property, securities, cash and other property now or hereafter held therein, and the proceeds thereof, including without limitation dividends payable in cash or stock and shares or other proceeds of conversions or splits of any securities in such accounts. The Collateral shall include all liens, security agreements, leases and other contracts securing or otherwise relating to the foregoing.;
(f) All general intangibles, including, but not limited to, (i) all patents, and all unpatented or unpatentable inventions; (ii) all trademarks, service marks, and trade names; (iii) all copyrights and literary rights; (iv) all computer software programs; (v) all mask works of semiconductor chip products; (vi) all trade secrets, proprietary information, customer lists, manufacturing, engineering and production plans, drawings, specifications, processes and systems. The Collateral shall include all good will connected with or symbolized by any of such general intangibles; all contract rights, documents, applications, licenses, materials and other matters related to such general intangibles; all tangible property embodying or incorporating any such general intangibles; and all chattel paper and instruments relating to such general intangibles.
(g) All negotiable and nonnegotiable documents of title covering any Collateral.
(h) All accessions, attachments and other additions to the Collateral, and all tools, parts and equipment used in connection with the Collateral.
(i) All substitutes or replacements for any Collateral, all cash or non-cash proceeds, product, rents and profits of any Collateral, all income, benefits and property receivable on account of the Collateral, all rights under warranties and insurance contracts, letters of credit, guaranties or other supporting obligations covering the Collateral, and any causes of action relating to the Collateral.
(j) All books and records pertaining to any Collateral, including but not limited to any computer-readable memory and any computer hardware or software necessary to process such memory (“Books and Records”).
Appears in 1 contract
The Security. The undersigned, WPCS International IncorporatedXxxxxxxx, a Delaware corporation Inc. (“WPCS”), Xxxxxxxx Contracting Group, Inc., a California corporation (“Xxxxxxxx”), Heinz Corporation, a Missouri corporation (“Heinz”), New England Communications Systems, Inc., a Connecticut corporation (“New England”), Quality Communications & Alarm Company, Inc., a New Jersey corporation (“Quality”), Southeastern Communication Service, Inc., a Florida corporation (“Southeastern”) and Xxxxxx Comm, Inc., a California corporation (“Xxxxxx”) (WPCS, Clayborn, Heinz, New England, Quality, Southeastern and Xxxxxx, collectively, the “"Pledgor”") hereby assigns and grants to Bank of America, N.A. as Administrative Agent (the “Bank”"Agent") on behalf of the Lenders as defined in the Credit Agreement dated April 24, 2003, by and among the Pledgor, each lender from time to time party thereto, and Bank of America, N.A., as Administrative Agent and L/C Issuer (all as defined therein (the "Credit Agreement") (the Agent and each of the Lenders hereinafter collective referred to as "Lenders") a security interest in the following described property now owned or hereafter acquired by the Pledgor (“"Collateral”"):
(a) All accounts, contract rights, chattel paper, instruments, deposit accounts, letter of credit rights, payment intangibles and general intangibles, including all amounts due to the Pledgor from a factor; rights to payment of money from the Bank under any Swap Contract (as defined in Paragraph 2 below); and all returned or repossessed goods which, on sale or lease, resulted in an account or chattel paper.
(b) All inventory, including all materials, work in process and finished goods.
(c) All machinery, furniture, equipment and fixtures and other equipment of every type now owned or hereafter acquired by the Pledgor, (including, but not limited to, the equipment described in the attached Equipment Description, if any)type.
(d) All of the Pledgor’s 's deposit accounts with the BankLenders. The Collateral shall include any renewals or rollovers of the deposit accounts, any successor accounts, and any general intangibles and choses in action arising therefrom or related thereto.
(e) All instruments, notes, chattel paper, documents, and certificates of deposit, securities and investment property deposit of every type. The Collateral shall include all liens, security agreements, leases and other contracts securing or otherwise relating to the foregoing.
(f) All general intangibles, including, but not limited to, (i) all patents, and all unpatented or unpatentable inventions; (ii) all trademarks, service marks, and trade names; (iii) all copyrights and literary rights; (iv) all computer software programs; (v) all mask works of semiconductor chip products; (vi) all trade secrets, proprietary information, customer lists, manufacturing, engineering and production plans, drawings, specifications, processes and systems. The Collateral shall include all good will connected with or symbolized by any of such general intangibles; all contract rights, documents, applications, licenses, materials and other matters related to such general intangibles; all tangible property embodying or incorporating any such general intangibles; and all chattel paper and instruments relating to such general intangibles.
(g) All negotiable and nonnegotiable documents of title covering any Collateral.
(h) All accessions, attachments and other additions to the Collateral, and all tools, parts and equipment used in connection with the Collateral.
(i) All substitutes or replacements for any Collateral, all cash or non-cash proceeds, product, rents and profits of any Collateral, all income, benefits and property receivable on account of the Collateral, all rights under warranties and insurance contracts, letters of credit, guaranties or other supporting obligations contracts covering the Collateral, and any causes of action relating to the Collateral.
(j) All books and records pertaining to any Collateral, including but not limited to any computer-readable memory and any computer hardware or software necessary to process such memory (“"Books and Records”"). THE FOREGOING NOTWITHSTANDING, AT NO TIME SHALL THE TERM "COLLATERAL" INCLUDE MORE THAN 65% OF THE ISSUED AND OUTSTANDING CAPITAL STOCK OF XXXXXXXX U.K., LIMITED.
Appears in 1 contract
Samples: Security Agreement (Ashworth Inc)
