Common use of Title and Security Interest Clause in Contracts

Title and Security Interest. Delivery to us either of an invoice or copy thereof or of electronic or computer data evidencing an account, upon our acceptance thereof, shall transfer and convey to us title to such account and its proceeds and all your rights and interests in the goods sold or services performed and all of your rights and powers under the sales contract and as unpaid seller, including the right of replevin, reclamation and stoppage in transit, subject to no encumbrance whatsoever. Upon our request you shall deliver to us all documents of title in your control relating to such goods. Notwithstanding your failure to deliver to us either an invoice or copy thereof or electronic or computer data evidencing an account, as security for your obligations under this Agreement and as security for the prompt repayment of any indebtedness to us, whether now existing or hereafter incurred, including, without limitation, any indebtedness arising from your purchase of goods or services from any client of ours where the account arising from such purchase has been sold to us, you hereby pledge and assign to us and grant to us a security interest, subject to no encumbrance whatsoever, in all your right, title and interest in and to the following (the "Collateral"): (i) all of your presently existing and hereafter created accounts; (ii) all of your presently existing and hereafter acquired merchandise, inventory and goods, together with all goods and materials used or usable in manufacturing, processing, packaging or shipping same, in all stages of production, from raw materials through work-in-process to finished goods, wherever located, and all additions and substitutions to, replacements of, insurance or other proceeds of, and documents covering any of the foregoing; (iii) any and all general intangibles of client, presently existing or hereafter arising, including general intangibles as defined in the Uniform Commercial Code, chooses in action, proceeds, contracts, distributions, dividends, refunds (including, but not limited to local, state and/or federal tax refunds), security deposits, judgments, insurance claims, any right to payment of any nature, intellectual property rights or licenses, any other rights or assets of Client customarily or for accounting purposes classified as general intangibles, and all documentation and supporting information related to any of the foregoing, and all proceeds thereof; (iv) all balances, reserves, deposits, debts or any other amounts or obligations of factor owing to client, including, without limitation, any rebates, the Reserve, and any other amounts owing pursuant to this Agreement, whether or not due, now existing or hereafter arising or created, and all proceeds thereof; (v) all equipment and goods as defined in the Uniform Commercial Code, all motor vehicles, including all tires, accessories, spare and repair parts, and tools, wherever located, and all related right, title and interest, of client, now owned or hereafter acquired or created, all additions and accessions to, replacements of, insurance or condemnation proceeds of, and documents covering any of the foregoing, all leases of any of the foregoing, and all rents, revenues, issues, profits and proceeds arising from the sale, lease, license, encumbrance, collection, or any other temporary or permanent disposition of any of the foregoing or any interest therein (collectively, the "Equipment"); and (vi),all proceeds and products of each of the foregoing, and all books, records and documents relating thereto, in written, electronic or other form. We shall have the right to sell all or any portion of the Collateral at public or private sale, the right to collect and take control of any proceeds of all or any portion of the Collateral, and all other rights and remedies of a secured party under the UCC. You will on our request execute such further assignments, conveyances, financing statements and other written instruments as we may reasonably request to perfect our title and security interest. To the extent authorized by law, including the UCC, you authorize us to file, without your signature, or to sign your name as debtor, financing statements or continuations, in order to create or maintain the security interests granted to us in this Factoring Agreement. You hereby grant to us a fully paid-up, non-exclusive license (the "License") to use all of the trademarks and trade names owned by you in connection with any sales of inventory by us made pursuant to the terms of this Agreement. The grant of the License shall be irrevocable, but shall terminate concurrently with the repayment in full by you of all obligations and the termination of this Agreement. You agree to use your best efforts to obtain the consent of your licensors, if any, to permit us to sell inventory otherwise subject to a license in the manner and to the extent permitted to you under the applicable license agreement.

Title and Security Interest. Delivery to us either of an invoice or copy thereof or of electronic or computer data evidencing an account, upon our acceptance and purchase thereof, shall transfer and convey to us (i) title to such account and its proceeds and proceeds, (ii) all your rights and interests in the goods sold or services performed and with respect thereto, (iii) all of your rights and powers under the any sales or other contract therefor and (iv) all of your rights as unpaid seller, including the right rights of replevin, reclamation and stoppage in transit, subject to no lien or encumbrance whatsoever, other than Permitted Liens. Upon our request you shall deliver to us all documents of title in your control relating to such goods. Notwithstanding your failure to deliver to us either an invoice or copy thereof or electronic or computer data evidencing an account, as security for your obligations under this Agreement and as security for the prompt repayment of any or all of your indebtedness to us, whether now existing or hereafter incurred, including, without limitation, any advances made by us to you and any indebtedness arising from your purchase of goods or services from any client of ours where the account arising from such purchase has been sold to us, and to protect us in the event that for any reason we are not deemed to purchase any of your accounts, you hereby pledge and assign to us and grant to us a security interestinterest in, subject to no encumbrance whatsoever, in all your right, title and interest in and to the following property, whether presently existing or owned or hereafter created, acquired or arising and wherever located, all proceeds (including insurance proceeds) and products thereof, including without limitation refunds and credits, and all guaranties thereof, and all books, records, data and documents relating thereto, in written, electronic or other form, and all substitutions, additions and replacements therefor (collectively, the "Collateral"): (i) all of your presently existing accounts and hereafter created accountsaccounts receivable; (ii) all of your presently existing rights as an unpaid seller, including without limitation rights to returned or repossessed goods, replevin, reclamation, stoppage in transit, supporting obligations and hereafter acquired letter of credit rights, (iii) all your merchandise, goods inventory and goodsitems of inventory, together with all goods and materials used or usable in manufacturing, processing, packaging or shipping same, in all stages of production, from raw materials through work-in-process to finished goods, wherever located, and all additions and substitutions to, replacements of, insurance or other proceeds of, and documents covering any of the foregoing; (iiiiv) any and all your instruments, documents, chattel paper, general intangibles of client, presently existing or hereafter arising, including general intangibles as defined in the Uniform Commercial Codeintangibles, chooses in action, proceeds, contracts, distributions, dividends, refunds and rights to refunds (including, but not limited to local, state and/or federal tax refunds), security depositsjudgments, judgmentsclaims, insurance claims, insurance policies, any right to payment of any nature, intellectual property rights or licenses, contract rights, licenses, permits, owned trademarks, owned trade names, owned trade styles, patents, patent applications, design patents, copyrights, registrations, software, deposits, deposit accounts security deposits and securities, any other of your rights or assets of Client customarily or for accounting purposes classified as general intangibles, and all documentation and supporting information related to any of the foregoing, and all proceeds thereof; (ivv) all balances, reservescreated balances, reserves (including, without limitation, the Reserve), deposits, debts or any other amounts or obligations of factor owing by us to clientyou, including, without limitation, any rebates, the Reserve, rebates and any other amounts owing pursuant to this Agreement, whether or not due, now existing or hereafter arising or created, ; and all proceeds thereof; (vvi) all equipment your equipment, furniture, machinery, fixtures and goods as defined in the Uniform Commercial Code, all motor vehicles, vehicles (including all tires, accessories, spare and repair parts, and tools, wherever located, and all related right, title and interest, of client, now owned or hereafter acquired or created), all additions and accessions to, replacements of, insurance or condemnation proceeds of, and documents covering any of the foregoing, all leases of any of the foregoing, and all rents, revenues, issues, profits and proceeds arising from the sale, lease, license, encumbrance, collection, or any other temporary or permanent disposition of any of the foregoing or any interest therein (collectively, the "Equipment"); and (vi),all proceeds and products of each of the foregoing, and all books, records and documents relating thereto, in written, electronic or other formtherein. We shall have the right to sell all or any portion of the Collateral at public or private sale, the right to collect and take control of any proceeds of all or any portion of the Collateral, and all other rights and remedies of a secured party under the UCC. You will on our request execute such further assignments, conveyances, financing statements and other written instruments as we may reasonably request to perfect our title and security interestinterest in the Collateral. We shall have all rights of a secured party under the UCC with respect to the Collateral. To the extent authorized by law, including the UCC, you authorize us to file, without your signature, or to sign your name as debtordebtor on, financing statements or continuationsand amendments thereto and continuations thereof, in order to create or maintain the security interests granted to us in this Factoring Agreement. You hereby grant to us a fully paid-up, non-exclusive license (the "License") to use all of the trademarks and trade names owned by you in connection with any sales of inventory by us made pursuant to the terms of this Agreement. The grant of the License shall be irrevocable, but shall terminate concurrently with the repayment in full by you of all obligations and the termination of this Agreement. You agree to use your best efforts to obtain the consent of your licensors, if any, to permit us to sell inventory otherwise subject to a license in the manner and to the extent permitted to you under the applicable license agreement.

Title and Security Interest. Delivery to us either of an original invoice or copy thereof or of electronic or computer data evidencing an accountAccount, upon our acceptance thereof, shall assign, transfer and convey to us title to such account Account and its proceeds and all your rights and interests in the goods sold or services performed and all of your rights and powers under the sales contract and as unpaid seller, at law or in equity, including the right of to replevin, reclamation and stoppage in transit, subject to no encumbrance whatsoever. Upon our request you shall deliver to us all documents of title in your control relating to such goods. Notwithstanding your failure to deliver to us either an invoice or copy thereof or electronic or computer data date evidencing an accountAccount, as security for of your obligations under this Agreement and as security for the prompt repayment of any indebtedness to us, whether now existing or hereafter incurred, including, without limitation, any indebtedness arising from your purchase of goods or services from any client clients of ours where the account arising from such purchase has been sold to us, you hereby pledge and assign to us and grant to us a security interest, subject to no encumbrance whatsoever, interest in all your right, title and interest in and to the following (the "Collateral"): (i) all of your presently existing and hereafter created accountsAccounts, whether or not such Accounts are factored by us pursuant to this Agreement; (ii) all of your presently existing and hereafter acquired merchandise, inventory and goods, together with all goods and materials used contract rights related or usable in manufacturing, processing, packaging or shipping same, in all stages of production, from raw materials through work-in-process incident to finished goods, wherever located, and all additions and substitutions to, replacements of, insurance or other proceeds of, and documents covering any of the foregoingsuch Accounts; (iii) any and all general intangibles of client, presently existing or hereafter arising, including general intangibles as defined in your other rights to the Uniform Commercial Code, chooses in action, proceeds, contracts, distributions, dividends, refunds (payment of money including, but not limited to localwithout limitation, state and/or federal tax refunds), security deposits, judgments, insurance claims, any right to payment of any nature, intellectual property rights evidenced by instruments or licenses, any other rights or assets of Client customarily or for accounting purposes classified as general intangibles, and all documentation and supporting information related to any of the foregoing, and all proceeds thereofchattel paper; (iv) all balancesof your interest of whatever kind and description in goods or inventories, reserves, deposits, debts or any other amounts or obligations the sale of factor owing which has been given rise to client, an Account including, without limitation, any rebates, goods billed to the Reserve, Account debtor and any other amounts owing pursuant to this Agreement, whether or not due, now existing or hereafter arising or created, and all proceeds thereofheld by you in accordance with the applicable sales contract; (v) all equipment general intangibles arising from or related or incident to any of your Accounts or any of your goods or inventories, the sale of which has been given rise to an Account; (vi) all goods, documents of title, policies and goods certificates of insurance, securities, instruments, chattel paper, deposits, cash or other property that are now or may hereafter be in our possession or as defined in the Uniform Commercial Code, all motor vehicles, including all tires, accessories, spare and repair parts, and tools, wherever located, and all related right, title and interest, of client, to which we may now owned or hereafter acquired control possession by documents of title or created, all additions and accessions to, replacements of, insurance or condemnation proceeds of, and documents covering any of the foregoing, all leases of any of the foregoing, and all rents, revenues, issues, profits and proceeds arising from the sale, lease, license, encumbrance, collection, or any other temporary or permanent disposition of any of the foregoing or any interest therein (collectively, the "Equipment")otherwise; and (vi),all vii) all proceeds and products of each of the foregoing, and all books, records and documents relating thereto, including pre-petition or post-petition proceeds in written, electronic or other formbankruptcy (collectively the "Collateral"). We shall have the right to sell all or any portion of the Collateral at public or private sale, the right to collect and take control of any proceeds of all or any portion of the Collateral, and all other rights and remedies of a secured party under the UCCUniform Commercial Code of Georgia ("Code"). You will on our request execute such further assignments, conveyances, financing statements and other written instruments as we may reasonably request to perfect our title out little and security interest. To the extent authorized by law, including the UCC, you authorize us to file, without your signature, or to sign your name as debtor, financing statements or continuations, interest in order to create or maintain the security interests granted to us in this Factoring Agreement. You hereby grant to us a fully paid-up, non-exclusive license (the "License") to use all of the trademarks and trade names owned by you in connection with any sales of inventory by us made pursuant to the terms of this Agreement. The grant of the License shall be irrevocable, but shall terminate concurrently with the repayment in full by you of all obligations and the termination of this Agreement. You agree to use your best efforts to obtain the consent of your licensors, if any, to permit us to sell inventory otherwise subject to a license in the manner and to the extent permitted to you under the applicable license agreementCollateral.

Title and Security Interest. Delivery to us either of an any invoice or copy thereof or of electronic or computer data evidencing an account, upon our acceptance thereof, shall transfer and convey to us title to such account and its proceeds and all your rights and interests in the goods sold or services performed and all of your rights and powers under the sales contract and as unpaid seller, including the right of replevin, reclamation and stoppage in transit, subject to no encumbrance whatsoever. Upon our request you shall deliver to us all documents of title in your control relating to such goods. Notwithstanding your failure to deliver to us either an invoice or copy thereof or electronic or computer data evidencing an account, as security for your obligations under this Agreement agreement and as security for the prompt repayment of any indebtedness to us, whether now existing or hereafter incurred, including, without limitation, any indebtedness arising from your purchase of goods or services from any client of ours where the account arising from such purchase has been sold to us, you hereby pledge and assign to us and grant to us a security interest, subject to no encumbrance whatsoever, interest in all your right, title and interest in and to the following (the "Collateral"): (i) all i)all of your presently existing and hereafter created accounts factored by us pursuant to this agreement; (ii)all of your contract rights related or incident to such accounts; (ii) all iii)all of your presently existing and hereafter acquired merchandise, inventory and goods, together with all goods and materials used or usable in manufacturing, processing, packaging or shipping same, in all stages of production, from raw materials through work-in-process other rights to finished goods, wherever located, and all additions and substitutions to, replacements of, insurance or other proceeds of, and documents covering any of the foregoing; (iii) any and all general intangibles of client, presently existing or hereafter arising, including general intangibles as defined in the Uniform Commercial Code, chooses in action, proceeds, contracts, distributions, dividends, refunds (including, but not limited to local, state and/or federal tax refunds), security deposits, judgments, insurance claims, any right to payment of any nature, intellectual property rights or licenses, any other rights or assets of Client customarily or for accounting purposes classified as general intangibles, and all documentation and supporting information related money factored by us persuant to any of the foregoing, and all proceeds thereof; (iv) all balances, reserves, deposits, debts or any other amounts or obligations of factor owing to client, this agreement including, without limitation, any rebatesrights evidenced by instruments or chattel paper; (iv)all of your interest of whatever kind and description in goods or inventories, the Reserve, and any other amounts owing pursuant sale of which has given rise to an account factored by us persuant to this Agreementagreement including, whether or not duewithout limitation, now existing or hereafter arising or created, goods billed to the account debtor and all proceeds thereofheld by you in accordance with the applicable purchase contract; (v) all equipment general intangibles arising from or related or incident to any of your accounts or any of your goods or inventories, the sale of which has given rise to an account factored by us persuant to this agreement; (vi)all goods, documents of title, policies and goods certificates of insurance, securities, instruments, chattel paper, deposits, cash or other property that are now or may hereafter be in our possession or as defined in the Uniform Commercial Code, all motor vehicles, including all tires, accessories, spare and repair parts, and tools, wherever located, and all related right, title and interest, of client, to which we may now owned or hereafter acquired control possession by documents of title or created, all additions and accessions to, replacements of, insurance or condemnation proceeds of, and documents covering any of the foregoing, all leases of any of the foregoing, and all rents, revenues, issues, profits and proceeds arising from the sale, lease, license, encumbrance, collection, or any other temporary or permanent disposition of any of the foregoing or any interest therein (collectively, the "Equipment")otherwise; and (vi),all vii)all proceeds and products of each of the foregoing, and all books, records and documents relating thereto, in written, electronic or other formforegoing (collectively the "Collateral"). We shall have the right to sell all or any portion of the Collateral at public or private sale, the right to collect and take control of any proceeds of all or any portion of the Collateral, and all other rights and remedies of a secured party under the UCCUniform Commercial Code of Georgia. You will on our request execute such further assignments, conveyances, financing statements and other written instruments as we may reasonably request to perfect our title and security interest. To the extent authorized by law, including the UCC, you authorize us to file, without your signature, or to sign your name as debtor, financing statements or continuations, in order to create or maintain the security interests granted to us in this Factoring Agreement. You hereby grant to us a fully paid-up, non-exclusive license (the "License") to use all of the trademarks and trade names owned by you in connection with any sales of inventory by us made pursuant to the terms of this Agreement. The grant of the License shall be irrevocable, but shall terminate concurrently with the repayment in full by you of all obligations and the termination of this Agreement. You agree to use your best efforts to obtain the consent of your licensors, if any, to permit us to sell inventory otherwise subject to a license in the manner and to the extent permitted to you under the applicable license agreement.

Title and Security Interest. Delivery to us either of an invoice or copy thereof or of electronic or computer data evidencing an account, upon our acceptance thereof, shall transfer and convey to us title to such account and its proceeds and all your rights and interests in the goods sold or services performed and all of your rights and powers under the sales contract and as unpaid seller, including the right of replevin, reclamation and stoppage in transit, subject to no encumbrance whatsoever. Upon our request you shall deliver to us all documents of title in your control relating to such goods. Notwithstanding your failure to deliver to us either an invoice or copy thereof or electronic or computer data evidencing an account, as security for your obligations under this Agreement and as security for the prompt repayment of any indebtedness to us, whether now existing or hereafter incurred, including, without limitation, any indebtedness arising from your purchase of goods or services from any client of ours where the account arising from such purchase has been sold to us, you hereby pledge and assign to us and grant to us a security interest, subject to no encumbrance whatsoever, in all your right, title and interest in and to the following property, whether presently existing or owned or hereafter created, acquired or arising and wherever located, all proceeds (including insurance proceeds) and products of each of the foregoing, and all books, records and documents relating thereto, in written, electronic or other form of any of the forgoing (collectively, the "Collateral"): (i) all of your presently existing and hereafter created accountsaccounts receivable; (ii) all of your presently existing and hereafter acquired merchandise, inventory and goods, together with all goods and materials used or usable in manufacturing, processing, packaging or shipping same, in all stages of production, from raw materials through work-in-process to finished goods, wherever located, and all additions and substitutions to, replacements of, insurance or other proceeds of, and documents covering any of the foregoing; (iii) any and all your general intangibles of client, presently existing or hereafter arising, including general intangibles as defined in the Uniform Commercial Codeintangibles, chooses in action, proceeds, contracts, distributions, dividends, refunds (including, but not limited to local, state and/or federal tax refunds), security deposits, judgments, insurance claims, any right to payment of any nature, intellectual property rights or licenses, any other of your rights or assets of Client customarily or for accounting purposes classified as general intangibles, and all documentation and supporting information related to any of the foregoing, and all proceeds thereof; (iv) all balances, reservesreserves (including, without limitation, the Reserve), deposits, debts or any other amounts or obligations of factor owing by us to clientyou, including, without limitation, any rebates, the Reserve, rebates and any other amounts owing pursuant to this Agreement, whether or not due, now existing or hereafter arising or created, ; and all proceeds thereof; (v) all your equipment and goods as defined in the Uniform Commercial Code, all motor vehicles, vehicles (including all tires, accessories, spare and repair parts, and tools, wherever located, and all related right, title and interest, of client, now owned or hereafter acquired or created), all additions and accessions to, replacements of, insurance or condemnation proceeds of, and documents covering any of the foregoing, all leases of any of the foregoing, and all rents, revenues, issues, profits and proceeds arising from the sale, lease, license, encumbrance, collection, or any other temporary or permanent disposition of any of the foregoing or any interest therein (collectively, the "Equipment"); and (vi),all proceeds and products of each of the foregoing, and all books, records and documents relating thereto, in written, electronic or other formtherein. We shall have the right to sell all or any portion of the Collateral at public or private sale, the right to collect and take control of any proceeds of all or any portion of the Collateral, and all other rights and remedies of a secured party under the UCC. You will on our request execute such further assignments, conveyances, financing statements and other written instruments as we may reasonably request to perfect our title and security interest. To the extent authorized by law, including the UCC, you authorize us to file, without your signature, or to sign your name as debtor, financing statements or continuations, in order to create or maintain the security interests granted to us in this Factoring Agreement. You hereby grant to us a fully paid-up, non-exclusive license (the "License") to use all of the trademarks and trade names owned by you in connection with any sales of inventory by us made pursuant to the terms of this Agreement. The grant of the License shall be irrevocable, but shall terminate concurrently with the repayment in full by you of all obligations and the termination of this Agreement. You agree to use your best efforts to obtain the consent of your licensors, if any, to permit us to sell inventory otherwise subject to a license in the manner and to the extent permitted to you under the applicable license agreement.