Use and Transfer of the Pledged Assets Sample Clauses

Use and Transfer of the Pledged Assets. In accordance with the provisions of Article 356 of the Law, and to the extent that no Default or Events of Default has occurred, Pledgors shall have the right to: (i) use the Pledged Assets in the ordinary course of business and according to their nature; (ii) irrevocably transfer and assign the Pledged Assets or any part thereof to any banking or financial institution acting as trustee in any escrow and/or administration and/or source of payment contracts, and/or any other type of Mexican trust agreement constituted for the benefit of Pledgee or entered into in accordance with the terms of the Exit Debt Financing Documents; (iii) irrevocably transfer or assign the Pledged Assets or any part thereof or otherwise dispose of the Pledged Assets in the ordinary course of business, including any Sale and Lease-Back Transactions, within the ordinary course of business of Pledgors; to the extent, such transfers or assignments are permitted by the applicable provisions of the Indenture (each transfer under this paragraph (iii), an “Allowed Transfer”); provided, however, that (a) the prior written consent of Pledgee will be required for the transfer or disposal of the Pledged Assets which replacement value is greater than the original cost of the corresponding Pledged Asset, and (b) at the time of making any Allowed Transfer, the Security Interest on the part of the Pledged Assets that are transferred will cease and be released automatically; provided, further, that the goods or products that Pledgors receive or are entitled to receive as consideration for such Allowed Transfer (including the right to collect and receive such consideration) shall form part of the Pledged Assets as provided for in this Agreement; and (iv) collect and receive any and all payments, distributions or any other amounts arising out of or relating to the Pledged Assets and use the proceeds of any Allowed Transfer of the Pledged Assets in the ordinary course of their business, in each case, only to the extent that any such action does not result (or could not reasonably be expected to result) in a breach of, or conflict with, the terms and conditions of the Exit Debt Financing Documents. At the time a Default or Event of Default occurs, all rights of Pledgors under this paragraph (a) will automatically terminate, and Pledgee may follow the enforcement procedure provided in Clause Seven. The Parties to this act agree that (i) the Pledged Assets shall be located in the place where it is nece...
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Related to Use and Transfer of the Pledged Assets

  • Transfer of Warrant If this Warrant is to be transferred, the Holder shall surrender this Warrant to the Company, whereupon the Company will forthwith issue and deliver upon the order of the Holder a new Warrant (in accordance with Section 7(d)), registered as the Holder may request, representing the right to purchase the number of Warrant Shares being transferred by the Holder and, if less than the total number of Warrant Shares then underlying this Warrant is being transferred, a new Warrant (in accordance with Section 7(d)) to the Holder representing the right to purchase the number of Warrant Shares not being transferred.

  • Restrictions The Holder acknowledges that the Warrant Shares acquired upon the exercise of this Warrant, if not registered, and the Holder does not utilize cashless exercise, will have restrictions upon resale imposed by state and federal securities laws.

  • Transferability This Warrant and all rights hereunder (including, without limitation, any registration rights) are transferable, in whole or in part, upon surrender of this Warrant at the principal office of the Company or its designated agent, together with a written assignment of this Warrant substantially in the form attached hereto duly executed by the Holder or its agent or attorney and funds sufficient to pay any transfer taxes payable upon the making of such transfer. Upon such surrender and, if required, such payment, the Company shall execute and deliver a new Warrant or Warrants in the name of the assignee or assignees, as applicable, and in the denomination or denominations specified in such instrument of assignment, and shall issue to the assignor a new Warrant evidencing the portion of this Warrant not so assigned, and this Warrant shall promptly be cancelled. Notwithstanding anything herein to the contrary, the Holder shall not be required to physically surrender this Warrant to the Company unless the Holder has assigned this Warrant in full, in which case, the Holder shall surrender this Warrant to the Company within three (3) Trading Days of the date on which the Holder delivers an assignment form to the Company assigning this Warrant in full. The Warrant, if properly assigned in accordance herewith, may be exercised by a new holder for the purchase of Warrant Shares without having a new Warrant issued.

  • Liens Create, incur, assume or suffer to exist any Lien upon any of its property, assets or revenues, whether now owned or hereafter acquired, other than the following:

  • Securities Law Information The Participant acknowledges that he or she is permitted to sell the Shares acquired under the Plan through the designated broker appointed by the Company, provided the sale of the Shares takes place outside of Canada through facilities of a stock exchange on which the Shares are listed (i.e., the NYSE).

  • Compliance with Law (i) Neither the Assuming Institution nor any of its Subsidiaries is in violation of any statute, regulation, order, decision, judgment or decree of, or any restriction imposed by, the United States of America, any State, municipality or other political subdivision or any agency of any of the foregoing, or any court or other tribunal having jurisdiction over the Assuming Institution or any of its Subsidiaries or any assets of any such Person, or any foreign government or agency thereof having such jurisdiction, with respect to the conduct of the business of the Assuming Institution or of any of its Subsidiaries, or the ownership of the properties of the Assuming Institution or any of its Subsidiaries, which, either individually or in the aggregate with all other such violations, would materially and adversely affect the business, operations or condition (financial or otherwise) of the Assuming Institution or the ability of the Assuming Institution to perform, satisfy or observe any obligation or condition under this Agreement.

  • MANAGEMENT RIGHTS 3.01 The Union acknowledges that all management rights and prerogatives are vested exclusively with the Employer and without limiting the generality of the foregoing; it is the exclusive function of the Employer:

  • Miscellaneous Provisions Section 11.01

  • Amendments and Waivers (a) If the ICANN Board of Directors determines that an amendment to this Agreement (including to the Specifications referred to herein) and all other registry agreements between ICANN and the Applicable Registry Operators (the “Applicable Registry Agreements”) is desirable (each, a “Special Amendment”), ICANN may adopt a Special Amendment pursuant to the requirements of and process set forth in this Section 7.6; provided that a Special Amendment may not be a Restricted Amendment.

  • Intellectual Property The Company and the Subsidiaries have, or have rights to use, all patents, patent applications, trademarks, trademark applications, service marks, trade names, trade secrets, inventions, copyrights, licenses and other intellectual property rights and similar rights necessary or required for use in connection with their respective businesses as described in the SEC Reports and which the failure to so have could have a Material Adverse Effect (collectively, the “Intellectual Property Rights”). None of, and neither the Company nor any Subsidiary has received a notice (written or otherwise) that any of, the Intellectual Property Rights has expired, terminated or been abandoned, or is expected to expire or terminate or be abandoned, within two (2) years from the date of this Agreement. Neither the Company nor any Subsidiary has received, since the date of the latest audited financial statements included within the SEC Reports, a written notice of a claim or otherwise has any knowledge that the Intellectual Property Rights violate or infringe upon the rights of any Person, except as could not have or reasonably be expected to not have a Material Adverse Effect. To the knowledge of the Company, all such Intellectual Property Rights are enforceable and there is no existing infringement by another Person of any of the Intellectual Property Rights. The Company and its Subsidiaries have taken reasonable security measures to protect the secrecy, confidentiality and value of all of their intellectual properties, except where failure to do so could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect.

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