Title; Security Interest. Title to each Accepted Bus shall and does vest immediately in the LEA upon acceptance of the Bus by the DPI and the delivery of an Acceptance Certificate to CONTRACTOR by the DPI; provided, however, in the event of termination of this Agreement pursuant to Section 8.02 (a) and Section 8.02(b) hereof, title to the Accepted Buses will immediately vest in CONTRACTOR. Upon any vesting of title to the Accepted Buses in CONTRACTOR pursuant to the preceding sentence, the LEA shall deliver the Accepted Buses to CONTRACTOR promptly without fraud or delay and in good order, condition and repair, except for reasonable wear and tear, free and clear of all lettings, liens and encumbrances created or suffered by the LEA, and without any payment or allowance whatever by CONTRACTOR on account of any improvements made by the LEA, to a mutually-agreed upon location in the State of North Carolina. CONTRACTOR will have all legal and equitable rights and remedies to take possession of the Accepted Buses. In order to further secure its obligations hereunder, the LEA hereby (i) grants to CONTRACTOR a first and prior security interest in any and all right, title, and interest of the LEA in the Accepted Buses and on any proceeds therefrom; (ii) agrees that this Agreement may be filed as a financing statement evidencing such security interest; and (iii) agrees to execute and deliver all financing statements, certificates of title and other instruments necessary or appropriate to evidence such security interest.
Title; Security Interest. Title and ownership of the goods sold hereunder shall remain with Seller until payment is made in full, including any additional charges provided for herein. Seller reserves, and Buyer hereby grants to Seller, a purchase money security interest in and to the goods, together with the cost of any services related thereto, as security for the performance of Buyer's obligations under this Agreement. Seller reserves the right to file a UCC-1 Financing Statement together with any attachments thereto as evidence of such a security interest.
Title; Security Interest. 8.1. Upon Lessee’s acceptance of any Equipment under a Lease and in accordance with the related Escrow Agreement, title to such Equipment shall vest in Lessee, subject to Lessor’s security interest therein and all of Lessor’s other rights under such Lease including, without limitation, Sections 6, 20 and 21 hereof.
8.2. As collateral security for Lessee’s obligations to pay all Rent Payments and all other amounts due and payable under each Lease and to perform and observe all covenants, agreements and conditions (direct or indirect, absolute or contingent, due or to become due or existing or hereafter arising) of Lessee under such Lease, Lessee hereby grants to Lessor a first priority, exclusive security interest in any and all of the Equipment (now existing or hereafter acquired) under each Lease, moneys and investments held from time to time the Escrow Fund under each Escrow Agreement and any and all proceeds of any of the foregoing. Lessee agrees to execute and deliver to Lessor all necessary documents to evidence and perfect such security interest, including, without limitation, Uniform Commercial Code (UCC) financing statements and any amendments thereto and certificates of title or certificates of origin (or applications thereof) noting Lessor’s interest thereon.
Title; Security Interest. Title to the Materials will pass to Buyer when payment of the purchase price is made in full. Until such time, the Materials will remain personal property (regardless of attachment to realty), and Seller will have a security interest and the right, at its discretion, to file a UCC-1 Financing Statement or equivalent to perfect its security interest.
Title; Security Interest. Title to rented and lease option property and to all accessories, replacements, or substitutions is and will remain the property of Xxxxx. If equipment was sold to Applicant , Applicant hereby grants Xxxxx a security interest in any of Applicant’s inventory or property that is sold or supplied by Xxxxx or contains any product provided by Xxxxx; any of Applicant’s accounts or contractual rights to receive payment arising from or connected with the sale of Xxxxx’x product or the rental of Xxxxx’x equipment; and all equipment of Applicant repaired, reconditioned or serviced by or with the aid of Xxxxx’x products or services and all proceeds of such equipment. Applicant hereby appoints Xxxxx as its attorney in fact in order to perfect Xxxxx’x security interest as prescribed within the Uniform Commercial Code of any applicable state without Applicant’s signature or further participation.
Title; Security Interest. 8.1 With respect to all Equipment, Lessor shall have title to the Equipment during the Lease Term. However, for federal income tax purposes and State ad valorem tax purposes and for purposes of the Uniform Commercial Code and bankruptcy laws, Lessor and Lessee shall treat the schedule of Rent Payments in the Lease as a conditional sales agreement. Upon Lessee’s acceptance of any Equipment under its Lease, such Equipment shall be subject to Lessor’s security interest therein and all of Lessor’s other rights under such Lease including, without limitation, Sections 6, 20 and 21 hereof. Upon payment in full by Lessee of all amounts due to Lessor under a Lease, including, without limitation, as a result of the exercise by the Lessee of the purchase option set forth in Section 15 of this Master Lease, title to the related Equipment shall immediately transfer to Lessee “AS-IS, WHERE-IS,” without representation or warranty by Lessor, express or implied, except for a representation that such Equipment is free and clear of any Liens created by Lessor, without further action by or notice to Lessor. Lessor agrees to execute and deliver to Lessee all documents reasonably requested by Lessee to evidence the transfer of legal and beneficial title to such Equipment to Lessee and to evidence the termination of all of Lessor’s interests in such Equipment.
8.2 As collateral security for the Secured Obligations, Lessee hereby grants to Lessor a first priority security interest in any and all of the Equipment (now existing or hereafter acquired) and any and all proceeds thereof. Lessee agrees to execute and deliver to Lessor all necessary documents to evidence and perfect such security interest, including, without limitation, Uniform Commercial Code (UCC) financing statements and any amendments thereto.
Title; Security Interest. (a) During the Lease Term of each Lease, title to the Equipment under such Lease shall be vested in Lessee immediately upon its acceptance of each item of Equipment, subject to the terms and conditions of the applicable Lease; provided, however, that title to the Equipment shall be and remain in Lessor to the extent required under applicable State law as provided in the related Schedule. In the event Lessor terminates a Lease pursuant to Section 21 or a Non-Appropriation Event occurs under a Lease, full and unencumbered legal title to the related Equipment shall, at Lessor’s option, immediately pass to Lessor free and clear of any right, title or interest of Lessee. In the event that Lessor terminates a Lease pursuant to Section 21 or a Non-Appropriation Event occurs under a Lease, Lessee shall execute and deliver to Lessor such documents as Lessor may request to evidence the passage of such legal title to Lessor and the termination of Lessee’s interest therein, and upon request by Lessor shall deliver possession of the Equipment to Lessor in accordance with Section 5 or Section 21, as applicable.
(b) To secure the payment and performance of all of Lessee’s obligations under each Lease, upon the execution of such Lease, Lessee grants to Lessor, and Lessor shall have and retain, a security interest constituting a first and exclusive Lien on (a) the Equipment subject to such Lease, (b) moneys and investments held from time to time in the related Escrow Fund created under each Escrow Agreement and all proceeds (cash and non-cash) thereof, (c) all accounts, chattel paper, deposit accounts, documents, instruments, general intangibles and investment property (including any securities accounts and security entitlements relating thereto) evidenced by or arising out of or otherwise relating to the foregoing collateral described in clauses (a) and (b) above, as such terms are defined in Article 9 of the applicable Uniform Commercial Code (and treating such Article 9 as applicable to entities such as Lessee), and (d) any and all proceeds of any of the foregoing and other proceeds of any of the foregoing (collectively, the “Collateral”). Lessee agrees to execute and deliver such additional documents, including, without limitation, financing statements, motor vehicle titles, notices and similar instruments, in form satisfactory to Lessor, which Lessor deems necessary or appropriate to establish and maintain its security interest in the Collateral, including, without li...
Title; Security Interest. (a) This Agreement is an equipment financing agreement. If it is ever characterized as a lease, contrary to the intentions of Company and Trinity, it shall constitute a “finance lease” as that term is defined in Article 2A of the Uniform Commercial Code and, except as permitted herein, or in a related Schedule, Trinity shall not acquire any right, title or interest in or to such Equipment.
(b) In order to secure the prompt payment of the Payments and all of the other amounts from time to time outstanding under this Agreement and any Schedule, and Company’s performance of its obligations under the Equipment Financing Documents, Company grants Trinity a security interest in the following property, now existing or hereafter created, free and clear of all encumbrances (the “Collateral”): (1) the Equipment and other property described in each Schedule (including all inventory, fixtures or other property comprising the Equipment), together with all related software (embedded therein or otherwise) and general intangibles, all additions, attachments, accessories and accessions thereto whether or not furnished by a Supplier; (2) all subleases, chattel paper, accounts, security deposits, and general intangibles relating thereto, and all substitutions, replacements or exchanges for any of the foregoing; (3) until such time as Company has taken delivery of Equipment with an approximate value of $7,500,000, determined in Trinity’s reasonable discretion, certain equipment of the Company with an approximate value of $7,500,000, determined in Trinity’s reasonable discretion, and identified on the first Schedule (the “Interim Equipment Collateral”) and (4) all insurance and/or other proceeds of the foregoing. This security interest shall survive the termination, cancellation or expiration of each Schedule until all of the Company’s obligations under this Agreement and all Schedules have been satisfied. When the Company has taken delivery of Equipment with an approximate value of $7,500,000, determined in Trinity’s reasonable discretion, on the first Schedule thereafter, Trinity will release the lien and security interest on the Interim Equipment Collateral.
(c) Company shall not permit any other Lien (other than a Permitted Lien) to exist on, or dispose of any interest in, the Collateral.
(d) Company waives any and all written notices for demand, presentment, notice of intent to accelerate and acceleration otherwise applicable under any article of the UCC or other statutor...
Title; Security Interest. Title to the Equipment will pass to Purchaser upon receipt by Seller of 100% payment in full.
Title; Security Interest. (a) Title to the Equipment is vested in Lessee, subject to Lessor’s security interest therein and all of Lessor’s other rights hereunder including, without limitation, Sections 5, 18, and 19.
(b) As collateral security for the Secured Obligations, Lessee hereby grants to Lessor a first priority security interest in the Equipment (now existing or hereafter acquired) and any and all proceeds thereof. Lessee agrees to execute and deliver to Lessor all necessary documents to evidence and perfect such security interest, including, without limitation, UCC financing statements. (c) “Secured Obligations” means Lessee’s obligations to pay all Rent Payments and all other amounts due and payable hereunder and to perform and observe all covenants, agreements and conditions (direct or indirect, absolute or contingent, due or to become due, or existing or hereafter arising) of Lessee hereunder.
