Xxxxx of Security Sample Clauses

Xxxxx of Security. The Grantor hereby assigns and pledges to the Agent for its benefit and for the ratable benefit of the Lenders, and hereby grants to the Agent for its benefit and for the ratable benefit of the Lenders, a lien on and first priority security interest in (except to the extent such assignment, pledge or grant would violate the terms of any license agreement with any other person in connection with any of the Trademarks, as defined below, whether the Grantor is a licensee o licensor under any such license agreement), the entire right, title and interest of the Grantor in and to the following, whether now owned or hereafter acquired (the "Trademark Collateral"): (a) All owned domestic trademarks, service marks, trade names and trade dress and all trademark and service xxxx registrations and applications for trademark or service xxxx registration in the United States (except for "intent to use" applications for trademark or service xxxx registrations filed pursuant to Section l(b) of the Xxxxxx Act, unless and until an Amendment to Allege Use or a Statement of Use under Sections l(c) and l(d) of said Act has been filed) and (i) all renewals thereof, (ii all income, royalties, damages and payments now and hereafter due and/or payable with respect thereto (including, without limitation, payments under all licenses entered into in connection therewith, and damages and payments for past or future infringements thereof), (iii) the right to xxx or otherwise recover for all past, present and future infringements thereof, and (iv) all rights corresponding thereto throughout the world (but only such rights as now exist or may come to exist under applicable local law), together, in each case, with the goodwill of the business connected with the use of, and symbolized by each such trademark, service xxxx, trade name and trade dress (all of the foregoing and other rights being, collectively, the "Trademarks"); (b) All license agreements with any other Person in connection with any of the Trademarks when the Grantor is a licensor under any such license agreement (subject, in each case, to the terms of such license agreements), and the right to prepare for sale, sell and advertise for sale, all inventory (as defined in the Uniform Commercial Code in effect in the State of New York (the "NYUCC")), to the extent now or hereafter owned by the Grantor and now or hereafter covered by such licenses (the "Licenses").
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Xxxxx of Security. As security for the payment and performance of its Obligations, the Contracting Party does hereby assign, pledge and grant to Exchange a first-ranking security interest in and lien on all estate, right, title and interest of the Contracting Party in and to: (i) any and all cash (including, without limitation, any and all Cash Collateral or other cash delivered as constituting Eligible Collateral Support), monies and interest- bearing instruments contemplated by Section 3.3 delivered to, deposited with, or held by or on behalf of Exchange; (ii) any rights to payment or performance owing from Exchange to the Contracting Party including, without limitation: (I) any Previous Month Accounts Net Payable for such Contracting Party; (II) any Current Month Accounts Net Payable owed by Exchange to the Contracting Party; (III) any Financially Settled Futures Settlement Net Payable, MTM Settlement Net Payable or Daily Financially Settled Futures Settlement Net Payable for such Contracting Party; and (IV) any Variation Margin for such Contracting Party; and (iii) all proceeds (as such term is defined in the Personal Property Security Act (Alberta) of any of the foregoing (collectively, and together with any letter of credit constituting Eligible Collateral Support, the “Collateral”). Upon any of the Collateral being returned or paid to the Contracting Party, the said Collateral shall be released from the Liens granted to Exchange by the Contracting Party hereunder. Any Lien granted as contemplated above attaches upon execution and delivery of this Agreement or, in the case of Collateral delivered to, deposited with, or held by or on behalf of Exchange, upon the delivery, deposit or holding of such Collateral to, with, by or on behalf of Exchange, or in the case of rights to payment or performance in favour of the Contracting Party under any Transaction, at the time such Transaction is entered into. Exchange may file or record this Agreement or any financing statement, security notice or similar instrument in any public office as may be necessary to establish, perfect or maintain the interests of Exchange as a secured party. The Contracting Party hereby waives any requirement of the applicable personal property security legislation or similar legislation to provide a verification statement to the Contracting Party upon registration of any such Agreement, financing statement, security notice or similar instrument. Upon the full, final and indefeasible satisfaction of all...
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Xxxxx of Security. 1. As security for the payment and performance in full of all Secured Obligations, each Grantor hereby grants to the Collateral Agent for the benefit of the Secured Parties a security interest in and continuing lien on all of such Grantor’s right, title and interest in, to and under the following personal property of such Grantor, in each case, whether now owned or existing or hereafter acquired, developed, created or arising and wherever located (all of which being hereinafter collectively referred to as the “Collateral”): (i) all Loyalty Program Assets (including the Loyalty Program Assets described on Schedule 2.1); (ii) all Aircraft and Engine Assets described on Schedule 2.1; (iii) all Spare Parts Assets described on Schedule 2.1; (iv) all Propeller Assets described on Schedule 2.1; (v) all Route Authorities and (w) all FAA Route Slots, (x) all Foreign Route Slots, (y) all Domestic Gate Leaseholds and (z) all Foreign Gate Leaseholds, in the case of each of (w), (x), (y) and (z), held, acquired, used, allocated to or available for use by any Grantor in connection with any such Route Authority described on Schedule 2.1; (vi) Grantor’s rights under any leasing, licensing and use agreements with respect to any of the foregoing Slots and Gate Leaseholds and under swap or similar agreements or arrangements with respect to any of the foregoing Slots; (vii) all General Intangibles that are owned by such Grantor related to the foregoing; (viii) the Deposit Accounts and Securities Accounts described on Schedule 2.1 (which shall include the Collateral Proceeds Account) and all cash deposited or held therein and financial assets credited thereto, as applicable; (ix) all Pledged Collateral described on Schedule 2.1; (x) all Documents (including the Documents described on Schedule 2.1) relating to assets described in the foregoing; (xi) all Accounts (including the Accounts described on Schedule 2.1) relating to assets described in the foregoing; (xii) to the extent not otherwise included above, all books and records and Supporting Obligations relating to any of the foregoing; and (xiii) to the extent not otherwise included above, all Proceeds (including all Proceeds (of any kind) received or to be received by the Grantors upon the transfer or other such disposition of any of the foregoing), products, accessions, rents and profits of or with respect to any of the foregoing. 2. Notwithstanding anything herein to the contrary, in no event shall the Collateral include,...
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Xxxxx of Security. Exchange and the Contracting Party agree that all Eligible Collateral Support and all Collateral shall constitute “financial collateral” as that term is used in the CCAA, the BIA, the WURA, and any successor or like Canadian statutory provisions. In addition, without limiting any other rights or protections hereunder or under FDICIA or other applicable law, U .S.C. § 761 and/or a “master netting agreement” as defined in 11 U.S.C. § 101(38A); that Exchange is a “financial participant” as defined in 11 U.S.C. § 101(22A); and that Exchange is entitled to the rights and protections set forth in 11 U.S.C. §§ 546(e) and (j), 556, 561, 562, and 761.
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Xxxxx of Security. As security for the payment and performance of its Obligations, the Contracting Party does hereby assign, pledge and grant to Exchange a first- ranking security interest in and lien on all estate, right, title and interest of the Contracting Party in and to: (i) any and all cash (including, without limitation, any cash delivered as Eligible Collateral Support), monies and interest bearing instruments contemplated by Section 3.3 delivered to, deposited with, or held by or on behalf of Exchange (with the exception of Retained Settlement Amounts); (ii) any rights to payment or performance owing from Exchange including, without limitation: (I) any Previous Month Accounts Net Payable for such Contracting Party; (II) any Current Month Accounts Net Payable owed by Exchange to the Contracting Party; (III) any Financially Settled Futures Settlement Net Payable, MTM Settlement Net Payable or Daily Financially Settled Futures Settlement Net Payable for such Contracting Party; and (IV) any Variation Margin for such Contracting Party; and (iii) all proceeds (as such term is defined in the Personal Property Security Act (Alberta) of any of the foregoing (collectively, and together with any letter of credit constituting Eligible Collateral Support, the “Collateral”). … C ollateral for Exchange’s general corporate purposes.
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Xxxxx of Security. You hereby grant to us for the benefit of us and our Affiliates a first priority security interest in and to and a continuing lien on all of your right, title and interest in and to the following property, in each case whether now owned, held or existing or hereafter acquired or arising, and wherever located: (i) the Reserve Assets (to the extent that you now or hereafter have or are deemed to have any rights in the Reserve Assets); (ii) the Agreement, any Other Agreement, and any rights to payment arising from the Agreement or any Other Agreement; and (iii) any and all products and proceeds of any of the foregoing (collectively, the Collateral). The security interest and lien granted hereby secure, and the Collateral is security for, the prompt and complete payment and performance in full when due, whether at stated maturity, by required prepayment, declaration, acceleration, demand or otherwise, of all present and future obligations (whether direct, contingent or otherwise) of you and/or your Affiliates under the Agreement and the Other Agreements. Any and all Collateral, and any and all other funds, money or amounts now or hereafter in our or our Affiliates’ possession, may be commingled with our or our Affiliates’ other funds or property, or, in the case of any funds or other property held pursuant to this section 3 with any other funds or other property of our and our Affiliates’ other customers. In addition to our rights and remedies provided for in the Agreement, we and our Affiliates will have all rights and remedies of a secured party and secured creditor under the Uniform Commercial Code and any other applicable law in any applicable jurisdiction. Notwithstanding anything herein to the contrary, you and your Affiliates shall remain liable for all obligations under the Collateral, the Agreement and all Other Agreements and nothing contained herein is intended or shall be a delegation of duties to us or our Affiliates.
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Xxxxx of Security interest For so long as NGC has been unable to access Gas to the full value of the Prepayment and Option Fee, so as to secure IPENZ performance under this Agreement IPENZ shall procure that its subsidiary Millennium Oil & Gas Limited grants NGC a security interest registrable under the Personal Property Securities Xxx 0000 over its interest in the Xxxxxx XX. Such security interest will be substantially in the form annexed to this Agreement, subject only to approval by the other Xxxxxx XX parties (other than IPENZ). IPENZ warrants that the agreement of the other Xxxxxx XX parties to such charge has been obtained, subject only to documentation. IPENZ further warrants that Millennium Oil & Gas Limited has full power and authority to grant a valid security interest.
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Xxxxx of Security. As security for the payment or performance, as the case may be, in full of the Obligations, each Grantor hereby grants to the Collateral Agent, its successors and assigns, for the benefit of the Secured Parties, a security interest in and continuing lien on all of such Grantor’s right, title and interest in, to and under all personal property of such Grantor, including any and all of the following assets, in each case whether now owned or hereafter acquired and wherever located (collectively, the “Collateral”): 1. Accounts; 2. Chattel Paper; 3. Documents; 4. General Intangibles (including the Cox Intercompany Agreements); 5. Goods (including Inventory, Equipment and Fixtures); 6. Instruments; 7. Insurance; 8. Intellectual Property; 9. Investment Related Property (including Securities Accounts); 10. Money and Deposit Accounts; 11. Receivables and Receivable Records; 12. Commercial Tort Claims described on Schedule 2.1(l), as such Schedule may be supplemented from time to time pursuant to Section 5.1; 13. to the extent not otherwise included above, all other personal property of any kind and all Collateral Records, Collateral Support and Supporting Obligations relating to any of the foregoing; and 14. to the extent not otherwise included above, all Proceeds, products, accessions, rents and profits of or in respect of any of the foregoing.
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Xxxxx of Security 
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Related to Xxxxx of Security

  • Protection of Security Each Grantor shall, at its own cost and expense, take any and all actions necessary to defend title to the Collateral against all persons and to defend the Security Interest of the Collateral Agent in the Collateral and the priority thereof against any Lien not expressly permitted pursuant to Section 6.02 of the Credit Agreement.

  • Grant of Security As collateral security for the due and punctual payment and performance in full of the Obligations, as and when due, each Grantor hereby pledges and assigns to the Collateral Agent, its successors and permitted assigns, and hereby grants to the Collateral Agent, its successors and permitted assigns, for the ratable benefit of the Collateral Agent and the Noteholders, a continuing Lien on and security interest in, all of such Grantor’s right, title and interest in, to and under the following (the “Collateral”): (i) the Patents and Patent applications set forth in Schedule A hereto; (ii) the Trademark and service mark registrations and applications set forth in Schedule B hereto (provided that no security interest shall be granted in United States intent-to-use trademark applications to the extent that, and solely during the period in which, the grant of a security interest therein would impair the validity or enforceability of such intent-to-use trademark applications under applicable federal law), together with the goodwill symbolized thereby; (iii) all Copyrights, whether registered or unregistered, now owned or hereafter acquired by such Grantor, including, without limitation, the copyright registrations and applications and exclusive copyright licenses set forth in Schedule C hereto; (iv) all reissues, divisions, continuations, continuations-in-part, extensions, renewals and reexaminations of any of the foregoing, all rights in the foregoing provided by international treaties or conventions, all rights corresponding thereto throughout the world and all other rights of any kind whatsoever of such Grantor accruing thereunder or pertaining thereto; (v) any and all claims for damages and injunctive relief for past, present and future infringement, dilution, misappropriation, violation, misuse or breach with respect to any of the foregoing, with the right, but not the obligation, to sue for and collect, or otherwise recover, such damages; and (vi) any and all Proceeds, including without limitation Cash and Noncash Proceeds of, collateral for, income, royalties and other payments now or hereafter due and payable with respect to, and Supporting Obligations relating to, any and all of the collateral of or arising from any of the foregoing.

  • Form of Security Any Security issued hereunder shall be in substantially the following form: No. _____________ $ ____________ Capital Trust, Inc., a corporation organized and existing under the laws of Maryland (hereinafter called the “Company,” which term includes any successor Person under the Indenture hereinafter referred to), for value received, hereby promises to pay to _____________________, or registered assigns, the principal sum of __________ Dollars ($_______) [if the Security is a Global Security, then insert— or such other principal amount represented hereby as may be set forth in the records of the Securities Registrar hereinafter referred to in accordance with the Indenture] on April 30, 2036. The Company further promises to pay interest on said principal sum from March 16, 2009 or from the most recent Interest Payment Date to which interest has been paid or duly provided for, quarterly in arrears on January 30, April 30, July 30 and October 30 of each year, commencing April 30, 2009, or if any such day is not a Business Day, on the next succeeding Business Day (and no interest shall accrue in respect of the amounts whose payment is so delayed for the period from and after such Interest Payment Date until such next succeeding Business Day), except that, if such Business Day falls in the next succeeding calendar year, such payment shall be made on the immediately preceding Business Day, in each case, with the same force and effect as if made on the Interest Payment Date, at a fixed rate equal to the applicable Fixed Rate through the Interest Payment Date occurring in April, 2016 (the “Fixed Rate Period”) and thereafter at a variable rate equal to LIBOR plus 2.44% per annum until the principal hereof is paid or duly provided for or made available for payment; provided, further, that any overdue principal, premium, if any, and any overdue installment of interest shall bear Additional Interest at a fixed rate equal to the applicable Fixed Rate then in effect through the Interest Payment Date occurring in April, 2016 and thereafter at a variable rate equal to LIBOR plus 2.44% per annum (to the extent that the payment of such interest shall be legally enforceable), compounded quarterly, from the dates such amounts are due until they are paid or made available for payment, and such interest shall be payable on demand. During the Fixed Rate Period, the amount of interest payable shall be computed on the basis of a 360-day year of twelve 30-day months and the amount payable for any partial period shall be computed on the basis of the number of days elapsed in a 360 day year of twelve 30 day months. Upon expiration of the Fixed Rate Period, the amount of interest payable for any Interest Period will be computed on the basis of a 360 day year and the actual number of days elapsed in the relevant Interest Period. The interest so payable, and punctually paid or duly provided for, on any Interest Payment Date shall, as provided in the Indenture, be paid to the Person in whose name this Security (or one or more Predecessor Securities) is registered at the close of business on the Regular Record Date for such interest installment. Any such interest not so punctually paid or duly provided for shall forthwith cease to be payable to the Holder on such Regular Record Date and may either be paid to the Person in whose name this Security (or one or more Predecessor Securities) is registered at the close of business on a Special Record Date for the payment of such Defaulted Interest to be fixed by the Trustee, notice whereof shall be given to Holders of Securities not less than ten (10) days prior to such Special Record Date, or be paid at any time in any other lawful manner not inconsistent with the requirements of any securities exchange on which the Securities may be listed, and upon such notice as may be required by such exchange, all as more fully provided in the Indenture. Payment of principal of, premium, if any, and interest on this Security shall be made in such coin or currency of the United States of America as at the time of payment is legal tender for payment of public and private debts. Payments of principal, premium, if any, and interest due at the Maturity of this Security shall be made at the Place of Payment upon surrender of such Securities to the Paying Agent, and payments of interest shall be made, subject to such surrender where applicable, by wire transfer at such place and to such account at a banking institution in the United States as may be designated in writing to the Paying Agent at least ten (10) Business Days prior to the date for payment by the Person entitled thereto unless proper written transfer instructions have not been received by the relevant record date, in which case such payments shall be made by check mailed to the address of such Person as such address shall appear in the Security Register. The indebtedness evidenced by this Security is, to the extent provided in the Indenture, subordinate and junior in right of payment to the prior payment in full of all Senior Debt, and this Security is issued subject to the provisions of the Indenture with respect thereto. Each Holder of this Security, by accepting the same, (a) agrees to and shall be bound by such provisions, (b) authorizes and directs the Trustee on his or her behalf to take such actions as may be necessary or appropriate to effectuate the subordination so provided and (c) appoints the Trustee his or her attorney-in-fact for any and all such purposes. Each Holder hereof, by his or her acceptance hereof, waives all notice of the acceptance of the subordination provisions contained herein and in the Indenture by each holder of Senior Debt, whether now outstanding or hereafter incurred, and waives reliance by each such holder upon said provisions. Unless the certificate of authentication hereon has been executed by the Trustee by manual signature, this Security shall not be entitled to any benefit under the Indenture or be valid or obligatory for any purpose.

  • Creation of Security (a) Notwithstanding the foregoing, for the purpose of financing the Facility, the Company may assign to, or grant a security interest in favor of, the Lenders in its rights and interests under or pursuant to: (i) this Agreement, (ii) any agreement or document included in the Security Package, (iii) the Facility, (iv) the movable, immovable and intellectual property of the Company, and (vi) the revenues or any of the rights or assets of the Company. The Company shall not create any security over its rights and interests under this Agreement without the prior written consent of the GOB except as already provided above. (b) The Lenders shall have no obligation to the GOB under this Agreement until such time as the Lenders or their designees succeed to the Company’s interest under this Agreement, whether by exercise of their rights or remedies under the Financing Documents or otherwise, in which case the Lenders or their designees shall give written notice of such succession (a “Succession Notice”) to the GOB and assume liability for all of the Company’s obligations under this Agreement, including without limitation payment of any amounts due and owing to the GOB for payment defaults by the Company under this Agreement (other than, so long as the liability insurance required by Section 6.5 has been and is in effect), damages or penalties incurred by the Company under Section 6.2(b), arising during the period prior to the Lenders’ or such designees’ succession to the Company’s interest in and under this Agreement, provided that any liability of the Lenders or their designees shall be strictly limited to the Lenders’ interest in the Facility. Except as otherwise set forth in the immediately preceding sentence, none of the Lenders or their designees shall be liable for the performance or observance of any of the obligations or duties of the Company under this Agreement, nor shall the assignment by the Company of this Agreement to the Lenders give rise to any duties or obligations whatsoever on the part of any of the Lenders owing to the GOB. Upon notification by the Lenders or the Agent to the GOB of the occurrence and continuance of an event of default under the Financing Documents and the succession of the Lenders to the Company’s interests in and under this Agreement, the Lenders shall have the right, among others, to: (i) take possession of the Facility and, prior to the Commercial Operations Date, complete construction of the Facility and operate the same and, after the Commercial Operations Date, operate the same; and (ii) cure any continuing Company Event of Default under this Agreement as provided in Section 13.5. Notwithstanding the foregoing, upon the delivery of a Succession Notice, the Lenders shall have no obligation to cure any Company Event of Default occurring before the delivery of such Succession Notice that is not capable of being cured and no right will exist for the GOB to terminate this Agreement based upon such Company Events of Default occurring prior to the delivery of the Lenders’ Succession Notice. Without the requirement of obtaining any further consent from the GOB, upon the exercise by the Lenders or their designees of any of the remedies set forth in the Financing Documents, the Lenders may assign their rights and interests and the rights of the Company under this Agreement to a Transferee acceptable to the GOB so long as such Transferee shall assume all of the obligations of the Company under this Agreement. Upon such assignment and assumption, the Lenders shall be relieved of all obligations under this Agreement arising after such assignment and assumptions. (c) As used herein, a “Transferee” shall be a person who (i) is a company organized under the Laws of Bangladesh, (ii) either is an experienced and qualified power plant operator or who shall have agreed to engage the services of a person who is an experienced and qualified power plant operator, (iii) shall have paid all amounts, if any, then due and payable to the GOB under this Agreement, and (iv) shall have expressly assumed in writing for the benefit of the GOB the ongoing obligations of the Company under this Agreement (including the obligation of the Company to maintain and operate the Facility in accordance with the requirements of this Agreement). (d) At the request of the Company, delivered to the GOB not less than 30 (thirty) Days in advance, the GOB shall execute and deliver at the Financial Closing, all such acknowledgements to the Lenders or their designees of any security created in accordance with this Section 9 as are reasonably requested by the Company and the Lenders to give effect to the foregoing.

  • Confirmation of Security Borrower hereby confirms and agrees that all of the Security Instruments, as may be amended in accordance herewith, which presently secure the Indebtedness shall continue to secure, in the same manner and to the same extent provided therein, the payment and performance of the Indebtedness as described in the Credit Agreement as modified by this Amendment.

  • Provision of Security At least thirty (30) Calendar Days prior to the commencement of the procurement, installation, or construction of a discrete portion of a Connecting Transmission Owner’s Attachment Facilities, Developer shall provide Connecting Transmission Owner, at Developer’s option, a guarantee, a surety bond, letter of credit or other form of security that is reasonably acceptable to Connecting Transmission Owner and is consistent with the Uniform Commercial Code of the jurisdiction identified in Article 14.2.1 of this Agreement. Such security for payment shall be in an amount sufficient to cover the cost for the Developer’s share of constructing, procuring and installing the applicable portion of Connecting Transmission Owner’s Attachment Facilities, and shall be reduced on a dollar-for-dollar basis for payments made to Connecting Transmission Owner for these purposes. In addition: 11.5.1 The guarantee must be made by an entity that meets the commercially reasonable creditworthiness requirements of Connecting Transmission Owner, and contains terms and conditions that guarantee payment of any amount that may be due from Developer, up to an agreed-to maximum amount. 11.5.2 The letter of credit must be issued by a financial institution reasonably acceptable to Connecting Transmission Owner and must specify a reasonable expiration date. 11.5.3 The surety bond must be issued by an insurer reasonably acceptable to Connecting Transmission Owner and must specify a reasonable expiration date. 11.5.4 Attachment S to the NYISO OATT shall govern the Security that Developer provides for System Upgrade Facilities and System Deliverability Upgrades.

  • Return of Security Provided that no Default or Event of Default has occurred and is continuing, the balance of the Security (if any) shall be returned to Lessee within ***** after full and final performance by Lessee of all of its obligations under all of the Lessee’s Documents.

  • Release of Security (a) In the event that (i) on a pro forma basis giving effect to the release of the security for the Securities and any other Debt of the Company with similar release provisions, (A) no Debt of the Company would be outstanding and (B) there would be no availability to the Company under any bank credit facilities, operating credit facilities or swap agreements, in the case of each of (A) and (B) that is or are secured by a Lien of the Pledge Agreement or any Collateral Document or any other Lien on the Deed of Trust Collateral, (ii) the ratings assigned to the Securities by at least two of the three Rating Agencies are Investment Grade Ratings and (iii) no Default or Event of Default has occurred and is continuing under this Indenture, then, without the consent of the Holders, the Company may permanently terminate the Lien of the Pledge Agreement or any Collateral Document and any other Lien on the Deed of Trust Collateral. On the Release Date, the provisions of Article Twelve of this Indenture shall terminate and have no further force or effect. (b) The Company shall notify the Rating Agencies and the Trustee of its intention to exercise its option to release the collateral at least 45 days prior to the proposed date of such release (the "Release Date"). In order to effect the release of the security, on the proposed Release Date the Company shall deliver to the Trustee an Officers' Certificate stating that (A) each of the conditions specified above has been satisfied and (B) the Company has not been notified by the Rating Agencies that the ratings assigned to the Securities will be downgraded as a result of the release of the security such that the ratings assigned to the Securities by at least two of the three Rating Agencies will be below Investment Grade. Such Officers' Certificate shall be dated on, or not more than one day prior to, the Release Date. (c) As soon as practicable after the occurrence of the Release Date, the Trustee will, upon Company Order and at the Company's expense, (i) return to the Company all Collateral in the Trustee's possession as shall not have been sold or otherwise applied pursuant to the terms of the Lien of the Pledge Agreement and any Collateral Document and any other Lien on the Deed of Trust Collateral and (ii) promptly execute and deliver further instruments and documents, and take all further actions, that may be necessary or desirable, or that the Company may reasonably request, in order to evidence the termination of the Lien of the Pledge Agreement and any Collateral Document and any other Lien on the Deed of Trust Collateral.

  • Warranty of Security Unless otherwise agreed in writing, the Contractor and its subcontractors will not perform any of the services from outside of the United States, and the Contractor will not allow any State of Florida data to be sent by any medium, transmitted, or accessed outside of the United States. The Contractor agrees that a violation of items listed above will result in immediate and irreparable harm to the Customer and will entitle the Customer to a credit as provided in the Contract documents. This credit is intended only to cover the Customer’s internal staffing and administrative costs as well as the diminished value of services provided under the Contract and will not preclude the Customer from recovering other damages it may suffer as a result of such violation. For purposes of determining the damages due hereunder, a group of violations relating to a common set of operative facts (e.g., same location, same time period, same off-shore entity) will be treated as a single event. A violation of this provision will also entitle the Customer to recover any damages arising from a breach of this section and constitutes an event of default. The Contractor must notify the Department and the Customer as soon as possible, in accordance with the requirements of section 501.171, F.S., if applicable, and in all events within one (1) business day in the event Contractor discovers any data is breached, any unauthorized access of data occurs (even by persons or companies with authorized access for other purposes), any unauthorized transmission of data occurs, or of any credible allegation or suspicion of a material violation of the above. This notification is required regardless of the number of persons or type of data affected. The notification must be clear and conspicuous and include a description of the following: (a) The incident in general terms. (b) The type of information that was subject to the unauthorized access and acquisition. (c) The type and number of entities who were, or potentially have been affected by the breach. (d) The actions taken by the Contractor to protect the data from further unauthorized access. However, the description of those actions in the written notice may be general so as not to further increase the risk or severity of the breach.

  • Perfection of Security Each Obligor shall have duly authorized, executed, acknowledged, delivered, filed, registered and recorded such security agreements, notices, financing statements, memoranda of intellectual property security interests and other instruments as the Agent may have reasonably requested in order to perfect the Liens purported or required pursuant to the Credit Documents to be created in the Credit Security and shall have paid all filing or recording fees or taxes required to be paid in connection therewith, including any recording, mortgage, documentary, transfer or intangible taxes.

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