German Security Agreements definition

German Security Agreements means, collectively, (i) the Global Security Assignment Agreement of Claims and Receivables dated as of May 30, 2017 between the German Borrower, as Assignor, and the Administrative Agent, as Assignee, (ii) the Security Transfer Agreement of Tangible Assets dated as of May 30, 2017 between the German Borrower, as Transferor, and the Administrative Agent, as Transferee, (iii) the Account Pledge Agreement dated as of May 30, 2017 between the German Borrower, as Pledgor, and the Administrative Agent, as Agent and Pledgee, and the Lenders as Pledgees, (iv) the Share Pledge Agreement dated October 19, 2011 between the Lead Borrower as pledgor and the Administrative Agent as pledgee, as amended pursuant to that certain Share Purchase and Assignment Agreement between Excel Technology Inc. and Novanta UK Investments Holding Limited (f/k/a GSI Group UK Investments Holding Limited) dated July 24, 2015 relating to the shares in Novanta Europe GmbH (f/k/a GSI Group Europe GmbH), (v) the Share Pledge Agreement dated as of June 15, 2016 between the Lead Borrower as pledgor and the Administrative Agent, as pledgee relating to the shares of GSI Group GmbH, (vi) the Share Pledge Agreement dated as of June 15, 2016 between the U.K. Borrower as pledgor and the Administrative Agent as pledgee, relating to the shares of the German Borrower, (vii) the Share Pledge Agreement dated as of June 15, 2016 between the German Borrower as pledgor and the Administrative Agent as pledgee, relating to the shares of Novanta Distribution (USD) GmbH (f/k/a GSI Group Distribution (USD) GmbH), (viii) other security and pledge agreements reasonably requested by the Administrative Agent, securing payment of all the Obligations of the German Borrower under the Loan Documents and constituting Liens on all such properties and (ix) any other existing security agreements governed by German law, in each case, as the same may be supplemented, modified, amended and/or restated or replaced from time to time.

German Security Agreements mean the German Global Assignment Agreement, substantially in the form of Exhibit D-4, among the German Loan Parties and the Administrative Agent, and each other security agreement or other instrument or document executed and delivered by any German Loan Party to secure any of the German Obligations.

German Security Agreements means the German Global Assignment Agreement, the German IP Pledge Agreement (upon execution thereof), the German Security Transfer Agreement, the German Share Pledge Agreement and the German Bank Account Pledge Agreement.

Examples of German Security Agreements in a sentence

• The Assignee confirms that it is aware of the contents of the German Security Agreements.

• Except as used in the preceding sentence, for purposes of Sections 4.1 though 4.20 of this Agreement, the definition of Collateral shall be deemed to not include any Collateral in which Agent has been granted a Lien pursuant to the German Security Agreements.

• Agent shall have the right in its sole discretion to determine which rights, Liens, security interests or remedies Agent may at any time pursue, relinquish, subordinate, or modify or to take any other action with respect thereto and such determination will not in any way modify or affect any of Agent’s or Lenders’ rights hereunder; provided, however, that this Section 11.2 shall not apply with respect to any Lien or security interest granted under any of the German Security Agreements.

• All waivers and amendments referred to in this Agreement (including clause 3 (Release of the German Security Agreements), collectively, the “Release”) are conditional upon (aufschiebend bedingt auf) (i) the commencement of the Chapter 11 Cases and occurrence of the Petition Date, (ii) the RSA being in effect and (iii) the satisfaction of the Release Conditions (the “Condition Precedent”).

• Each Lender confirms that it is aware of the contents of the German Security Agreements.

More Definitions of German Security Agreements

German Security Agreements has the meaning set forth in Section 4.01(e).

German Security Agreements means, collectively, (i) the Global Security Assignment Agreement of Claims and Receivables dated as of May 30, 2017 between the German Borrower, as Assignor, and the Administrative Agent, as Assignee, (ii) the Security Transfer Agreement of Tangible Assets dated as of May 30, 2017 between the German Borrower, as Transferor, and the Administrative Agent, as Transferee, (iii) the Account Pledge Agreement dated as of May 30, 2017 between the German Borrower, as Pledgor, and the Administrative

German Security Agreements each pledge or security agreement governed by German law among any Dutch Domiciled Loan Party and the Dutch Security Trustee.

German Security Agreements shall have the meaning ascribed to such term in Section 2.2(a)(vi).

German Security Agreements means, collectively, any (a) global assignment agreement between a German Loan Party as assignor and the Administrative Agent as assignee, regarding the assignment of trade receivables, insurance claims and/or intra-group receivables, (b) security transfer agreement between a German Loan Party as transferor and the Administrative Agent as transferee, regarding the security transfer of title of inventory and machinery, and (c) account pledge agreement between a German Loan Party as pledgor and the Administrative Agent as pledgee, regarding the pledge over certain bank accounts.

German Security Agreements means each pledge agreement, security assignment agreement, security transfer agreement, land charge deed, security purpose agreement or other agreement entered into on or after the date of this Agreement by a German Loan Party in favor of Agent, and any other pledge agreement, security assignment agreement, security transfer agreement, land charge deed, security purpose agreement or other agreement entered into on or after the date of this Agreement by a German Loan Party granting a security interest in favor of Agent that is governed by the laws of Germany, in each case, in form and substance satisfactory to Agent and entered into pursuant to the terms of this Agreement or any other Loan Document.

German Security Agreements means the security agreements set forth under the heading “German Security Agreements” on Schedule 1.01A.