Validity, Perfection and Priority Sample Clauses

Validity, Perfection and Priority. The security interests in the Collateral granted to the Secured Party hereunder constitute valid and continuing security interests in the Collateral. Upon the filing of financing statements, naming Debtor as “debtor” and the Secured Party as “secured party” and describing the Collateral, in the filing offices set forth on Exhibit A, the security interests granted to the Secured Party hereunder will constitute valid first-priority perfected security interests in all Collateral with respect to which a security interest can be perfected by the filing of a financing statement, subject only to Permitted Liens.

Validity, Perfection and Priority. (a) The security interests in the Collateral granted to the Collateral Agent for the benefit of itself and the other Secured Parties hereunder constitute valid and continuing security interests in the Collateral. (b) Upon (i) the filing of financing statements naming the appropriate Company as "debtor" and the Collateral Agent as "secured party" and describing the Collateral in the filing offices set forth under each Company's name on Schedule I hereto, (ii) to the extent not subject to Article 9 of the Applicable UCC, the recordation of the security interests granted hereunder in Patents, Trademarks and Copyrights in the applicable patent, trademark and copyright registries and the registration of all Copyrights, (iii) upon the delivery by the appropriate Company of certificates and instruments evidencing all of the Pledged Securities identified under each Company's name on Schedule II hereto, indorsed in blank or accompanied by undated stock powers duly executed in blank, as the case may be, with respect thereto and (iv) the consummation of all transactions, and the taking of all actions required under the Security Documents with respect to the perfection of security interests in Pledged Securities consisting of equity securities issued by Persons not organized in the United States or any State thereof, the security interests in the Collateral granted to the Collateral Agent for the benefit of itself and the other Secured Parties hereunder will constitute perfected security interests therein superior and prior to all Liens (other than Permitted Liens), rights or claims of all other Persons.

Validity, Perfection and Priority. (a) The security interests in the Collateral granted to Trustee (for the benefit of Trustee and the ratable benefit of the Holders) hereunder constitute valid and continuing first priority security interests in the Collateral (except with respect to Permitted Liens); (b) The filings, registrations and recordings described on Schedule 4.1 constitute the only filings, registrations and recordings necessary to perfect the security interests granted by Grantor to Trustee pursuant to this Security Agreement in respect of the Collateral (other than any non-U.S. Patents and other than non-U.S. patents with respect to which Grantor has no present or future, direct or indirect obligation to perfect or assist in the perfection of a security interest therein) to the extent such security interests may be perfected by filing, registration or recording. All such filings, registrations and recordings have been accomplished as of the date hereof (other than filings with the United States Patent and Trademark Office and the United States Copyright Office, each of which shall be made as soon as possible after the execution hereof but in any event within thirty (30) days after the date hereof); and (c) Grantor shall not execute or authorize to be filed in any public office any financing statement (or similar statement or instrument of registration under the law of any jurisdiction) relating to the Collateral, except financing statements filed or to be filed (i) under the Indenture or this Security Agreement and (ii) in respect of Permitted Liens.

Validity, Perfection and Priority. (a) The security interests in the Collateral granted to the Secured Party hereunder constitute valid and continuing security interests in the Collateral; and (b) upon (i) filing financing statements (on Form UCC-1) naming the Debtor as “debtor” and the Secured Party as “Secured Party” in the filing offices of the Secretary of State of the State of California, the security interests in the Collateral (other than money, registered copyrights, deposit accounts or letter-of-credit rights) granted to the Secured Party hereunder will constitute perfected security interests superior and prior to all Liens, rights or claims with respect to the Collateral of all other Persons, except for Permitted Liens.

Validity, Perfection and Priority. This Agreement creates a valid security interest in the Collateral in favor of the Bank securing the Secured Obligations, which security interest has been duly perfected and is prior to all other liens, security interests, options or other charges or encumbrances except for Permitted Liens. All filings and other actions necessary or desirable to perfect and protect such security interest in favor of the Bank have been duly made and taken.

Validity, Perfection and Priority. Upon the proper filing in the locations identified in Schedule II hereto of UCC-1 Financing Statements naming the Debtor as debtor and the Secured Party as the Secured Party and identifying the Collateral, the security interests in the Collateral granted to the Secured Party hereunder will constitute valid and continuing perfected security interests in the Collateral to the extent a security interest can be perfected in such Collateral by filing of a UCC-1 Financing Statement in such locations, subject to Permitted Liens.

Validity, Perfection and Priority. (a) The security interests in the Collateral granted to the Secured Party hereunder constitute valid and continuing security interests in the Collateral. (b) The security interests in the Collateral granted to the Secured Party hereunder will constitute perfected security interests therein, to the extent that such security interests may be perfected by the actions described in subsection (i), (ii) and (iii), superior and prior to all Liens and rights or claims of all other Persons, subject only to the terms of the Intercreditor Agreement upon (i) the filing of financing statements naming the Company or any Restricted Subsidiary as "debtor" and the Secured Party as "secured party" and describing the Non-Security Collateral in the filing offices set forth on Schedule II hereto, (ii) to the extent not subject to Article 9 of the Uniform Commercial Code in any applicable jurisdiction, the recordation of the security interests granted hereunder in patents, trademarks and copyrights in the applicable patent, trademark and copyright registries and the registration of all copyrights, and (iii) the delivery of certificates and instruments evidencing all of the Securities identified on Schedule I hereto to the Secured Party, indorsed in blank or accompanied by undated stock powers duly executed in blank, as the case may be, with respect thereto.

Validity, Perfection and Priority. This Agreement creates a valid assignment of and security interest in the Collateral in favor of the Collateral Agent securing the Obligations, which assignment and security interest has been duly perfected and is prior to all other Liens. All filings and other actions necessary or desirable to perfect and protect such assignment and security interest in favor of the Collateral Agent have been duly made and taken.

Validity, Perfection and Priority. The pledge and security interests in the Collateral granted to the Pledgee constitute valid and continuing security interests in the Collateral. Upon the filing of a UCC Financing Statement naming the Pledgor as debtor and the Pledgee as secured party with the Nevada Secretary of State, the security interests in the Pledged Collateral granted to the Pledgee hereunder constitute valid and perfected security interests therein.