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.
(b) Borrower has set forth in the Representations all of Borrower’s Deposit Accounts, and Borrower will give Silicon five Business Days advance written notice before establishing any new Deposit Accounts and will cause the institution where any such new Deposit Account is maintained to execute and deliver to Silicon a control agreement in form sufficient to perfect Silicon’s security interest in the Deposit Account and otherwise satisfactory to Silicon in its good faith business judgment. Nothing herein limits any requirements which may be set forth in the Schedule as to where Deposit Accounts will be maintained.
(c) In the event that Borrower shall at any time after the date hereof have any commercial tort claims against others, which it is asserting or intends to assert, and in which the potential recovery exceeds $100,000, Borrower shall promptly notify Silicon thereof in writing and provide Silicon with such information regarding the same as Silicon shall request (unless providing such information would waive the Borrower’s attorney-client privilege). Such notification to Silicon shall constitute a grant of a security interest in the commercial tort claim and all proceeds thereof to Silicon, and Borrower shall execute and deliver all such documents and take all such actions as Silicon shall request in connection therewith.
(d) None of the Collateral now is or will be affixed to any real property in such a manner, or with such intent, as to become a fixture. Borrower is not and will not become a lessee under any real property lease pursuant to which the lessor may obtain any rights in any of the Collateral and no such lease now prohibits, restrains, impairs or will prohibit, restrain or impair Borrower’s right to remove any Collateral from the leased premises. Whenever any Collateral is located upon premises in which any third party has an interest, Borrower shall, whenever req...
Title to Collateral; Perfection; Permitted Liens. (a) Obligor was as of the Effective Date, is as of the Restatement Date and will at all times in the future be, the sole owner of its Collateral, except for Collateral which is leased or licensed to Obligor. The Collateral is as of the Restatement Date and will remain free and clear of any and all Liens, encumbrances and adverse claims, except for Permitted Liens and in such case, only to the extent permitted. As of the Restatement Date, PFG will have, and will continue to have, a First-Priority perfected and enforceable security interest in all of the Collateral and Obligor will at all times defend PFG and the Collateral against all claims of others.
(b) Obligor has set forth in the Representations all of Obligor’s Collateral Accounts as of the Restatement Date, and Obligor shall (i) give PFG ten (10) Business Days advance written notice before establishing any new Collateral Accounts and before depositing any Cash or Cash Equivalents or Investment Property into any new Collateral Account and (ii) cause the institution where any such new Collateral Account is maintained to execute and deliver to PFG a Control Agreement in form sufficient to perfect PFG’s security interest in the Collateral Account and otherwise satisfactory to PFG.
(c) In the event that Obligor shall at any time after the Effective Date have any commercial tort claims against others, which it is asserting, and in which the potential recovery exceeds $100,000, Obligor shall promptly notify PFG thereof in writing and provide PFG with such information regarding the same as PFG shall request (unless providing such information would waive Obligor’s attorney-client privilege). Such notification to PFG shall constitute a grant of a security interest in the commercial tort claim and all proceeds thereof to PFG, and Obligor shall execute and deliver all such documents and take all such actions as PFG shall request in connection therewith.
(d) No Collateral with a value in excess of $250,000 is affixed to any real property in such a manner or with such intent as to become a fixture, except as disclosed in detail in Exhibit A. From and after the Effective Date, without PFG’s consent in each instance, no material part of the Collateral will be affixed to any real property in such a manner, or with such intent, as to become a fixture. Obligor is not, except as set forth in Exhibit A, and will not become a lessee under any real property lease pursuant to which the lessor may obtain any rights in any of...
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 (other than for rightful claims pertaining to the holders of Permitted Liens).
(b) Borrower has set forth in the Representations all of Borrower’s Deposit Accounts, and Borrower will give Silicon five Business Days advance written notice before establishing any new Deposit Accounts and will cause the institution where any such new Deposit Account is maintained to execute and deliver to Silicon a control agreement in form sufficient to perfect Silicon’s security interest in the Deposit Account and otherwise satisfactory to Silicon in its good faith business
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.
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 licensed property rights and items of Equipment and related software 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 the Collateral against all encumbrances (other than Permitted Liens) and adverse claims of others (other than Permitted Liens).
(b) [intentionally omitted]
(c) In the event that Borrower shall at any time after the date hereof have any commercial tort claims against others, which it is asserting or intends to assert, and in which the potential recovery exceeds $500,000, Borrower shall promptly notify Silicon thereof in writing and provide Silicon with such information regarding the same as Silicon shall request (unless providing such information would waive the Borrower’s attorney-client privilege). Such notification to Silicon shall constitute a grant of a security interest in the commercial tort claim and all proceeds thereof to Silicon, and Borrower shall execute and deliver all such documents and take all such actions as Silicon shall reasonably request in connection therewith.
Title to Collateral; Perfection; Permitted Liens. (a) Guarantor is now, and will at all times in the future be, the sole owner of all the Collateral, except for (i) items of Equipment which are leased to Guarantor and (ii) non-exclusive licenses granted by Guarantor to its customers in the ordinary course of business. The Collateral now is and will remain free and clear of any and all adverse claims in an amount exceeding $1,000,000 for all such claims, and free and clear of any and all Liens, except for Permitted Liens. Lender now has, and will continue to have, a first-priority perfected and enforceable security interest in all of the Collateral, subject only to Permitted Liens, and subject to the qualifications and requirements set forth therefor in the Security Documents, and Guarantor will at all times defend Lender and the Collateral against all claims of others.
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 or licensed 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. Bank 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 Bank and the Collateral against all claims of others.
(b) Borrower has set forth in the Representations all of Borrower’s deposit accounts, securities accounts, and commodity accounts (collectively, “Collateral Accounts”). Borrower will give Bank five (5) Business Days advance written notice before establishing any new Collateral Account with a bank or financial institution other than Bank and will cause the entity where any such new Collateral Account is maintained to execute and deliver to Bank a control agreement to perfect Bank’s security interest in the Collateral Account and otherwise satisfactory to Bank in its good faith business judgment. Nothing herein limits any requirements which may be set forth in the Schedule as to where Collateral Accounts will be maintained. Borrower shall have until January 21, 2006, to obtain an acceptable Control Agreement for its securities account with Seneca Capital Management.
(c) In the event that Borrower shall at any time after the date hereof have any commercial tort claims against others, which it is asserting, and in which the potential recovery exceeds $100,000, Borrower shall promptly notify Bank thereof in writing and provide Bank with such information regarding the same as Bank shall request (unless providing such information would waive the Borrower’s attorney-client privilege). Such notification to Bank shall constitute a grant of a security interest in the commercial tort claim and all proceeds thereof to Bank, and Borrower shall execute and deliver all such documents and take all such actions as Bank shall request in connection therewith.
(d) None of the Collateral now is or will be affixed to any real property in such a manner, or with such intent, as to become a fixture. Borrower is not and will not become a lessee under any real property lease pursuant to which the lessor may obtain any rights in any of the Collateral and no such lease now prohibits, restrains, impairs o...
Title to Collateral; Perfection; Permitted Liens. Section 3.4(a) is amended by replacing the first sentence thereof with the following text:
Title to Collateral; Perfection; Permitted Liens. (a) Borrower is has good title to the Collateral, free and clear of any and all liens, charges, security interests, encumbrances and adverse claims, except for Permitted Liens. To Borrower's knowledge, Silicon has 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.
(b) Set forth on Schedule 3.4
Title to Collateral; Perfection; Permitted Liens. (a) Each Loan Party is now, and will at all times in the future be, the sole owner of all the Collateral owned by it, except for items of Equipment which are leased to such Loan Party, and except for non-exclusive licenses granted by such Loan Party in the ordinary course of business. The Collateral now is and will remain free and clear of any and all Liens and adverse claims, except for Permitted Liens. Lender 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 each Loan Party will at all times take commercially reasonable measures to defend Lender’s security interest in the Collateral owned by it against all claims of others.
(b) [intentionally omitted].
(c) In the event that any Loan Party shall at any time after the date hereof have any commercial tort claims against others, which it is asserting or intends to assert, and in which the potential recovery exceeds $100,000, such Loan Party shall promptly notify Lender thereof in writing and provide Lender with such information regarding the same as Lender
