Title to and transfer of Collateral Sample Clauses

Title to and transfer of Collateral. It has rights in or the power to transfer the Collateral and its title to the Collateral is free of all adverse claims, liens, security interests and restrictions on transfer or pledge except as created by this Security Agreement.
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Title to and transfer of Collateral. It has rights in or the power to transfer the Intellectual Property Collateral and its title to the Intellectual Property Collateral is good and marketable title, free of all adverse claims, Liens, enforceable restrictions on security interests, pledge, assignment or transfer, except for any restrictions on transfer listed on Schedule A hereto.
Sample 1
Title to and transfer of Collateral. It has rights in or the power to transfer the Collateral and upon the repayment of indebtedness contemplated by Section 3.1(d) of the Loan Agreement, its title to the Collateral is free of all adverse claims, liens, security interests and restrictions on transfer or pledge except as created by this Agreement and that security interest held by WAA, LLC in the WAA Collateral, and.
Sample 1
Title to and transfer of Collateral. DEBTOR HAS RIGHTS IN OR THE POWER TO TRANSFER THE COLLATERAL AND ITS TITLE TO THE COLLATERAL IS FREE OF ALL ADVERSE CLAIMS, LIENS, SECURITY INTERESTS AND RESTRICTIONS ON TRANSFER OR PLEDGE EXCEPT AS CREATED BY THIS SECURITY AGREEMENT. LOCATION, STATE OF INCORPORATION AND NAME OF DEBTOR. DEBTOR'S: chief executive offices are located in the State(s) identified in Exhibit A; states of incorporation are the states (each, a "Debtor State") identified in Exhibit A; and exact legal names are as set forth in the first paragraph of this Security Agreement. Debtor's Covenants. Until the Obligations are paid in full, Debtor agrees that it will: PRESERVE ITS CORPORATE EXISTENCE AND NOT, IN ONE TRANSACTION OR A SERIES OF RELATED TRANSACTIONS, MERGE INTO OR CONSOLIDATE WITH ANY OTHER ENTITY, OR SELL ALL OR SUBSTANTIALLY ALL OF ITS ASSETS; PROVIDED, HOWEVER, DEBTOR MAY MERGE INTO OR CONSOLIDATE WITH AN AFFILIATE SO LONG AS SUCH AFFILIATE HAS DELIVERED A SECURITY AGREEMENT SUBSTANTIALLY IN THIS FORM TO SECURED PARTY; AND NOT CHANGE THE STATE OF ITS INCORPORATION OR ITS CORPORATE NAME WITHOUT PROVIDING SECURED PARTY WITH 30 DAYS' PRIOR WRITTEN NOTICE.
Sample 1
Title to and transfer of Collateral. Except for the security interest granted hereby, Debtor has rights in or power to transfer the Collateral, and title to the Collateral is free from any lien, security interest, encumbrance or adverse claim thereon of any kind whatsoever. Debtor shall notify Secured Party of, and shall indemnify and defend Secured Party and the Collateral against, all claims and demand of all persons at any time claiming the Collateral or any part thereof or any interest therein.
Sample 1
Title to and transfer of Collateral. Debtor has rights in or power to transfer the Collateral and Debtor is, and will continue to be, the sole and complete owner of the Collateral (or, in the case of after-acquired Collateral, at the time Debtor acquires rights in such Collateral, will be the sole and complete owner thereof), free from any lien except for Permitted Liens, or as created by this Security Agreement.
Sample 1

Related to Title to and transfer of Collateral

  • Possession and Transfer of Collateral Unless an Event of Default exists hereunder, the Borrower shall be entitled to possession or use of the Collateral (other than Instruments or Documents, Tangible Chattel Paper, Investment Property consisting of certificated securities and other Collateral required to be delivered to the Bank pursuant to this Section 6). The cancellation or surrender of any Note, upon payment or otherwise, shall not affect the right of the Bank to retain the Collateral for any other of the Obligations. The Borrower shall not sell, assign (by operation of law or otherwise), license, lease or otherwise dispose of, or grant any option with respect to any of the Collateral, except that the Borrower may sell Inventory in the ordinary course of business and may sell property, plant and Equipment in the ordinary course of business.

  • Transfer of Collateral In connection with the transfer or assignment of the Note (whether by negotiation, discount or otherwise), the Company may transfer all or any part of the Collateral, and the transferee shall thereupon succeed to all the rights, powers and remedies granted the Company hereunder with respect to the Collateral so transferred. Upon such transfer, the Company shall be fully discharged from all liability and responsibility for the transferred Collateral.

  • Title to, Liens on, and Sale and Use of Collateral The Borrower represents and warrants to the Agent and the Lenders and agrees with the Agent and the Lenders that: (i) all of the Collateral, Pledged Collateral and Guarantor Collateral is and will continue to be owned by the Borrower or a Guarantor, as the case may be, free and clear of all Liens whatsoever, except for Permitted Liens; (ii) the Agent's Liens in the Collateral, Pledged Collateral and Guarantor Collateral will not be subject to any prior Lien; (iii) the Borrower will and will cause each Guarantor to use, store, and maintain the Collateral, Pledged Collateral and Guarantor Collateral with all reasonable care and will use such Collateral, Pledged Collateral or Guarantor Collateral for lawful purposes only; and (iv) the Borrower will not, and will not permit any Guarantor to, without the Agent's prior written approval, sell, or dispose of or permit the sale or disposition of any of the Collateral, Pledged Collateral or Guarantor Collateral, except for sales of Inventory in the ordinary course of business and sales of Equipment as permitted by Section 6.11. The inclusion of proceeds in the Collateral, Pledged Collateral or Guarantor Collateral, shall not be deemed to constitute the Agent's or any Lender's consent to any sale or other disposition of the Collateral, Pledged Collateral or Guarantor Collateral, except as expressly permitted herein.

  • Use and Disposition of Collateral None of the Grantors shall make or permit to be made an assignment, pledge or hypothecation of the Collateral or shall grant any other Lien in respect of the Collateral, except as expressly permitted by Section 6.02

  • Title to Collateral; Perfection; Permitted Liens (a) Borrower is now, and will at all times in the future be, the sole owner of all the Collateral, except for items of Equipment which are leased to Borrower. The Collateral now is and will remain free and clear of any and all liens, charges, security interests, encumbrances and adverse claims, except for Permitted Liens. Silicon now has, and will continue to have, a first-priority perfected and enforceable security interest in all of the Collateral, subject only to the Permitted Liens, and Borrower will at all times defend Silicon and the Collateral against all claims of others.

  • Condition of Collateral Secured Party has no obligation to repair, clean-up or otherwise prepare the Collateral for sale.

  • Title to Collateral The Collateral is owned by Borrower, free and clear of all liens and other encumbrances of any kind (including liens or other encumbrances upon properties acquired or to be acquired under conditional sales agreement or other title retention devised), excepting only liens in favor of Lender.

  • Retention of Collateral In addition to the rights and remedies hereunder, the Administrative Agent may, in compliance with Sections 9-620 and 9-621 of the UCC or otherwise complying with the requirements of applicable Law of the relevant jurisdiction, accept or retain the Collateral in satisfaction of the Secured Obligations. Unless and until the Administrative Agent shall have provided such notices, however, the Administrative Agent shall not be deemed to have retained any Collateral in satisfaction of any Secured Obligations for any reason.

  • Location of Collateral All tangible items of Collateral, other than Inventory in transit, shall at all times be kept by Borrowers at the business locations set forth in Schedule 8.6.1, except that Borrowers may (a) make sales or other dispositions of Collateral in accordance with Section 10.2.6; and (b) move Collateral to another location in the United States, upon 30 Business Days prior written notice to Agent.

  • Disposition of Collateral Such Grantor will not sell, lease or otherwise dispose of the Collateral owned by it except for dispositions specifically permitted pursuant to Section 6.05 of the Credit Agreement.

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