Titan Secured Claim Sample Clauses

Titan Secured Claim. Titan shall have an allowed secured claim in the amount of a minimum of approximately $47.9 million (1) in both of the Cases (the “Titan Secured Claim”), one such claim if the Cases are substantively consolidated and the collateral shall be aggregated for the purpose of the amount thereof such that Titan shall have only one recovery on the Titan Secured Claim. The Titan Secured Claim shall be deemed secured by a duly perfected and validly enforceable first-priority liens (but subject to any other duly perfected liens therein which are senior in priority to Titan’s liens thereon) in all assets of SureBeam of any kind and every kind and wherever located, save and except only for those “Excluded Assets” as defined in paragraph 8 below (such property, excluding the Excluded Assets, shall be identified as the “Collateral,” a non-exclusive summary schedule of which is attached hereto as Exhibit “A”). The amount of the Titan Secured Claim shall be the total amount of Titan’s Secured Claim less any amounts realized by Titan from the sale or disposition of all or part of its Collateral to third parties. If Titan exercises its remedies under state law and forecloses on part or all of its Collateral by credit bidding, the amount of Titan’s credit bid or bids shall be credited toward the amount of its Secured Claim. If Titan takes title to all or part of its Collateral other than through foreclosure under state law, the amount to be credited toward Titan’s Secured Claim shall be decided by agreement between Titan and the Trustee. If no agreement is reached, Titan shall provide a 10 day notice of the amount it seeks to credit bid, for all or part of the Collateral, to all parties entitled to notice pursuant to the order limiting notice entered in the Cases and unless a third party makes a bona fide and irrevocable bid in an amount in excess of the amount of Titan’s credit bid, the amount of Titan’s credit bid shall be credited toward the amount of Titan’s Secured Claim. If a third party makes a bona fide and irrevocable bid in excess of Titan’s credit bid, Titan will have the option to increase its credit bid. SB and OpCo owned Collateral shall be aggregated for determining the amount of Titan’s Secured Claim. (1) The final amount of Titan’s Secured Claim will be determined in accordance with the Senior Secured Credit Agreement, dated as of August 2, 2002, between The Titan Corporation and SureBeam Corporation.
Sample 1
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Related to Titan Secured Claim

  • Limited Obligation or Liability In exercising remedies, whether as a secured creditor or otherwise, no Senior Priority Agent shall have any obligation or liability to any Junior Priority Secured Party, or (except as may be separately agreed in writing by and between or among any applicable Senior Priority Agents, in each case on behalf of itself and the Senior Priority Creditors represented thereby) to any other Senior Priority Secured Party, in each case regarding the adequacy of any Proceeds or for any action or omission, save and except solely for an action or omission that breaches the express obligations undertaken by such Senior Priority Agent under the terms of this Agreement. In exercising remedies, whether as a secured creditor or otherwise, no Junior Priority Agent shall have any obligation or liability (except as may be separately agreed in writing by and between or among any applicable Junior Priority Agents, in each case on behalf of itself and the Junior Priority Creditors represented thereby) to any other Junior Priority Secured Party, in each case regarding the adequacy of any Proceeds or for any action or omission, save and except solely for an action or omission that breaches the express obligations undertaken by such Junior Priority Agent under the terms of this Agreement.

  • Secured Party Performance of Debtor Obligations Without having any obligation to do so, the Administrative Agent may perform or pay any obligation which any Grantor has agreed to perform or pay in this Security Agreement and the Grantors shall reimburse the Administrative Agent for any amounts paid by the Administrative Agent pursuant to this Section 8.4. The Grantors’ obligation to reimburse the Administrative Agent pursuant to the preceding sentence shall be a Secured Obligation payable on demand.

  • Unsecured Obligation Your Award is unfunded, and as a holder of a vested Award, you shall be considered an unsecured creditor of the Company with respect to the Company’s obligation, if any, to issue shares or other property pursuant to this Agreement. You shall not have voting or any other rights as a stockholder of the Company with respect to the shares to be issued pursuant to this Agreement until such shares are issued to you pursuant to Section 6 of this Agreement. Upon such issuance, you will obtain full voting and other rights as a stockholder of the Company. Nothing contained in this Agreement, and no action taken pursuant to its provisions, shall create or be construed to create a trust of any kind or a fiduciary relationship between you and the Company or any other person.

  • Limited Obligation The obligations, covenants and agreements of the Agency hereunder shall not constitute or give rise to an obligation of the State of New York, the County, or any city, town, village or school district within which the Project Facility is located and neither the State of New York, the County, nor any such city, town, village or school district shall be liable thereon, and further, such obligations, covenants and agreements shall not constitute or give rise to a general obligation of the Agency.

  • Registered Obligation This Note is intended to be a registered obligation within the meaning of Treasury Regulation Section 1.871-14(c)(1)(i) and the Company (or its agent) shall register this Note (and thereafter shall maintain such registration) as to both principal and any stated interest. Notwithstanding any document, instrument or agreement relating to this Note to the contrary, transfer of this Note (or the right to any payments of principal or stated interest thereunder) may only be effected by (i) surrender of this Note and either the reissuance by the Company of this Note to the new holder or the issuance by the Company of a new instrument to the new holder, or (ii) transfer through a book entry system maintained by the Company (or its agent), within the meaning of Treasury Regulation Section 1.871-14(c)(1)(i)(B).

  • False Claim The City reserves the right to recoup benefit payments to any employee who is guilty of submitting a false claim, or abuse of the privileges covered in this section, or working for another employer while on injury leave, and may take disciplinary action.

  • Unsecured Obligations The obligations of the Company to the Purchasers under the Subordinated Notes shall be unsecured.

  • Limited Obligations This Agreement does not create any obligation of the Securities Intermediary except for those expressly set forth in this Agreement. The Securities Intermediary may conclusively rely and shall be fully protected in acting or refraining from acting upon notices and communications it believes to be genuine and given by the appropriate party. Except for permitting a withdrawal, delivery or payment in violation of Article III, the Securities Intermediary shall not be liable to the Secured Party or the Issuer for any error of judgment made in good faith and in accordance with this Agreement, nor shall it otherwise be liable under this Agreement except as a result of its own willful misconduct, bad faith or negligence.

  • Obligations Secured The obligations secured hereby are any and all obligations of the Company now existing or hereinafter incurred to the Secured Party, whether oral or written and whether arising before, on or after the date hereof including, without limitation, those obligations of the Company to the Secured Party under this Agreement, the Transaction Documents, and any other amounts now or hereafter owed to the Secured Party by the Company thereunder or hereunder (collectively, the "Obligations").

  • Debt and Obligations Secured All property and Liens assigned, pledged or otherwise granted under or in connection with this Agreement (including, without limitation, those under Section 3.2 (Grant of Liens)) or any of the Financing Documents shall secure (a) the payment of all of the Obligations, and (b) the performance, compliance with and observance by the Borrower of the provisions of this Agreement and all of the other Financing Documents or otherwise under the Obligations.

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