Transaction Security. Each of the Parties agrees that the Transaction Security shall rank and secure the Credit Facility Liabilities, the Hedging Liabilities and the Pari Passu Debt Liabilities (subject to the terms of this Agreement) pari passu and without any preference between them (but only to the extent that such Transaction Security is expressed to secure those Liabilities).
Transaction Security. Each Security Document to which it is a party validly creates the Security which is expressed to be created by that Security Document and evidences the Security it is expressed to evidence.
Transaction Security. Subject to the Legal Reservations, each Security Document to which it is a party validly creates the Security which is expressed to be created by that Security Document and evidences the Security it is expressed to evidence.
Transaction Security. (a) Any Obligor fails to perform or comply with any of the obligations assumed by it in the Security Documents.
(b) At any time any of the Transaction Security is or becomes unlawful or is not, or ceases to be legal, valid, binding or enforceable or otherwise ceases to be effective.
(c) At any time, any of the Transaction Security fails to have first ranking priority or is subject to any prior ranking or pari passu ranking Security.
Transaction Security. (a) Each of the Parties agrees that the Transaction Security shall rank and secure the following Liabilities (only to the extent that such Transaction Security is expressed to secure those Liabilities), but in the case of the Senior Lender Liabilities, the Senior Secured Notes Liabilities, the Pari Passu Debt Liabilities, the Senior Agent Liabilities, the Senior Arranger Liabilities, the Senior Secured Notes Trustee Amount, the Pari Passu Debt Representative Amounts, the Second Lien Agent Liabilities, the Second Lien Notes Trustee Amounts and the Hedging Liabilities, without prejudice to Clause 18 (Application of Proceeds) and Clause 19 (Equalisation), in the following order:
(i) first, the Senior Lender Liabilities, the Senior Secured Notes Liabilities, the Pari Passu Debt Liabilities, the Senior Agent Liabilities, the Senior Arranger Liabilities, the Senior Secured Notes Trustee Amounts, the Pari Passu Debt Representative Amounts, the Hedging Liabilities, the Second Lien Agent Liabilities and the Second Lien Notes Trustee Amounts (but, in the case of Transaction Security granted under the Pre-Effective Date Security Documents, only to the extent that such Transaction Security is expressed to secure those Liabilities, but without prejudice to Clause 18 (Application of Proceeds) and Clause 19 (Equalisation)), pari passu and without any preference between them; and
(ii) second, the Second Lien Liabilities (other than the Second Lien Agent Liabilities) pari passu and without any preference between them.
(b) For the avoidance of doubt, it is expressly acknowledged and agreed that any Hedging Liability that constitutes an Excluded Swap Obligation shall not be secured by the assets of any Non-ECP Debtor.
Transaction Security. Each of the Parties agrees that the Transaction Security shall rank and secure the Super Senior Liabilities and the Senior Secured Liabilities pari passu and without any preference between them.
Transaction Security. (a) Any Obligor or Kronos Denmark fails duly to perform or comply with any of the obligations assumed by it in the Security Documents, provided that no Event of Default under this paragraph (a) will occur if such breach is capable of remedy and is remedied within fifteen (15) Business Days after written notice of such breach has been given to the German Borrower by the Agent or the relevant Obligor or Kronos Denmark, as the case may be, has obtained actual knowledge of such breach, whichever is the earlier.
(b) At any time of the Transaction Security is or becomes unlawful or is not, or ceases to be legal, valid, binding or enforceable or otherwise ceases to be effective if the effect thereof would reasonably be expected to have a Material Adverse Effect.
Transaction Security. It has all of the rights, title and interest in the assets subject to the Transaction Security to the extent and in the manner contemplated by the Security Documents.
Transaction Security. The Security Agent and each of the Facilities Agreement Creditors, the Refinancing Creditors and the Agents (including for the benefit of the Secured Parties) agree that the Transaction Security shall be treated, as among the Secured Parties, as being for the equal and rateable benefit of all of the Secured Parties, pari passu and without any preference between them, and shall, whilst the Transaction Security remains in force under the terms of this Agreement, be shared by the Secured Parties.
Transaction Security. Trading Partner agrees to safeguard electronic data from tampering and unauthorized disclosure to ensure, as a minimum, the same level of protection afforded by their paper equivalents, but in no event less than that level of protection which is commercially reasonable, and as required by applicable federal and state rules and regulations. This protection shall extend beyond the transactions themselves to any files or databases that obtain the information conveyed via EDI. Trading Partner will also maintain the confidentiality of passwords and other codes required for accessing this information, if any. Trading Partner agrees to comply with all transactional requirements of the Health Insurance Portability and Accountability Act of 1996 (HIPAA), including any amendments thereto, in all activities related to this TPA, to maintain compliance throughout the life of this TPA, to operate any systems used to fulfill the requirements of this TPA in full compliance with HIPAA and to take no action which adversely affects CSC Covansys’ compliance with the HIPAA requirements. Trading Partner will promptly notify CSC Covansys in writing of any and all unlawful or unauthorized disclosures of confidential information or protected health information and will cooperate with CSC Covansys in the event any litigation arises concerning the unauthorized use, transfer, or disclosure of either confidential information or protected health information.
