Permitted Perfection Limitations definition

Permitted Perfection Limitations means any of the following: no action must be taken under any law other than the laws of the United States or any State thereof; no landlord waivers or consents of any parties to leases, licenses, rights or contracts must be obtained; and no leasehold mortgages must be granted.
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Permitted Perfection Limitations means the limited perfection of the Liens on certain Collateral to the extent that (a) such Collateral consists of (i) cash (except any cash held in deposit accounts other than deposit accounts described in clause (ii) below) and letter of credit rights, in each case that are not otherwise perfected by the UCC or PPSA filings listing the applicable Loan Party or Restricted Subsidiary as debtor, (ii) any deposit account established solely for the purpose of funding payroll and other compensation and benefits to employees or having an average monthly balance of less than $1,000,000 individually or $5,000,000 in the aggregate except, in each case, any such deposit account maintained with the Administrative Agent, (iii) patents, trademarks, and copyrights to the extent that a security interest thereon cannot be protected by (x) the filing of a UCC or PPSA financing statement listing the applicable Loan Party or Restricted Subsidiary as debtor or (y) the recordation of such security interest with the U.S. Patent and Trademark Office, the U.S. Copyright Office or the applicable governmental recording office in Canada or the United Kingdom, and (iv) aircraft and motor vehicles that require notice of a Lien on their title papers to perfect such Lien, (b) except in the case of the perfection of Liens in Equity Interests issued by a Loan Party that are held by another Loan Party, perfection of such Liens would not be governed by the laws of the United States (or any state thereof), Canada (or any province thereof) or the United Kingdom or (c) Liens on such Collateral may be perfected only by possession (including possession of any certificate of title) and the Administrative Agent or the UK Security Trustee, as applicable, has not obtained or does not maintain possession of such Collateral.
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Permitted Perfection Limitations xxxll mean a limitation on the perfected -------------------------------- status of Collateral to the extent that (a) perfection would require a notation on the records of the issuer of title (such as motor vehicle titles) and no notation is requested or made or (b) the laws of a jurisdiction outside of the United States of America governs the issue of perfection.
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Examples of Permitted Perfection Limitations in a sentence

  • Except for Permitted Liens and subject to Permitted Perfection Limitations, Borrower shall cause Lender to have a first priority security interest in the Collateral.

  • Section 1.956-2(c)(2)) in each foreign Subsidiary other than an Interim Holdco directly owned by such U.S. Co-Borrower or domestic Loan Party to be subject at all times to a first priority, perfected Lien in favor of the Administrative Collateral Agent, pursuant to the terms and conditions of the Loan Documents or other security documents as the Administrative Agent shall reasonably request (subject to Permitted Perfection Limitations).

  • As security for the payment and performance ------------------------- of the Obligations each of the Borrowers does hereby pledge, assign, transfer and deliver to the Lender and do hereby grant to the Lender a continuing and unconditional first priority security interest in and to the Collateral subject to Permitted Liens and Permitted Perfection Limitations.

  • Subject to Section 8.30 (Post-Closing Covenants) and Permitted Perfection Limitations, each Loan Party has delivered, or caused to be delivered, to the Agent all instruments, documents, certificates and investment property necessary to perfect the security interests granted pursuant to the Loan Documents, to the extent such security interests may be perfected by delivery.

  • Section 1.956-2(c)(2)) in each foreign Subsidiary directly owned by such U.S. Borrower or domestic Loan Party to be subject at all times to a first priority, perfected Lien in favor of the Administrative Collateral Agent, pursuant to the terms and conditions of the Loan Documents or other security documents as the Administrative Agent shall reasonably request (subject to Permitted Perfection Limitations).

  • Subsidiaries of the Borrower are guarantors of the Secured Obligations and that all of the equity and material assets (other than Excluded Assets) of the Borrower and all Guarantors are subject to a first priority Lien securing the Secured Obligations, subject to no other Lien except Permitted Liens and subject to Permitted Perfection Limitations.

  • Except as set forth in Subsection 8.36.2 of the Credit Agreement or for Permitted Perfection Limitations, if there are any Investment Property or Deposit Accounts included as Collateral that can be perfected by “control” through an account control agreement, the applicable Grantor shall cause such an account control agreement, in form and substance in each case satisfactory to the Agent, to be entered into and delivered to the Agent.

  • This Agreement creates a valid, first priority security interest in the Collateral, subject only to Permitted Liens and Permitted Perfection Limitations, securing payment of the Secured Obligations and CTL Guaranteed Obligations, as applicable.

  • Except as set forth in Subsection 8.30 of the Credit Agreement or for Permitted Perfection Limitations, if there are any Investment Property or Deposit Accounts included as Collateral that can be perfected by “control” through an account control agreement, the applicable Grantor shall cause such an account control agreement, in form and substance in each case satisfactory to the Agent, to be entered into and delivered to the Agent.

  • This Agreement creates a valid, first priority security interest in the Collateral, subject only to Permitted Liens and Permitted Perfection Limitations, securing payment of the Secured Obligations.


More Definitions of Permitted Perfection Limitations

Permitted Perfection Limitations the understanding that perfection of the Agent’s Lien on certain Collateral may be limited to the extent that the Collateral constitutes (a) deposit accounts not maintained with the Agent in compliance with Section 7.29 (Primary Operating Accounts), (b) motor vehicles to the extent that perfection is based on recording a Lien on the title to such motor vehicles, (c) any Account Receivable where the Account Debtor with respect thereto is a New York state or local government, or any department, agency or instrumentality thereof, to the extent adequate notice is required and not given under NY CLS Lien section 16, as such law may be amended from time to time, (d) real estate other than Material Real Property subject to a Mortgage, (e) as-extracted collateral arising from real estate other than Material Real Property subject to a Mortgage, (f) timber to be cut arising from real estate other than Material Real Property subject to a Mortgage to the extent that the value of such timber is less than $500,000 in any year, or (g) other assets that, individually or in the aggregate, have de minimus value. Person: any natural person, corporation, limited liability company, trust, joint venture, association, company, partnership, Governmental Authority or other entity. Plan: an “Employee Pension Benefit Plan” (as defined in Section 3(2) of ERISA) or an “Employee Welfare Benefit Plan” (as defined in Section 3(1) of ERISA) which is or has been established or maintained, or to which contributions are or have been made, by the Borrower, any of its Subsidiaries or any ERISA Affiliate (or any predecessor thereof) but excluding any Multiemployer Plan.
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Permitted Perfection Limitations the limited perfection of the Liens on certain Collateral to the extent that (a) such Collateral consists of (i) deposit accounts used exclusively for funding payroll or having an average monthly balance of less than $1,000,000 in the aggregate except, in each case, (x) any such deposit account maintained with the Agent and (y) any such deposit account for which a Lien can be perfected by filing a financing statement or equivalent under the personal property security laws in the applicable jurisdiction or (ii) aircraft and motor vehicles that require notice of a Lien on their title papers to perfect such Lien; or (b) except in the case of any Subsidiary of the Borrower that is not organized under the Laws of the United States or any political subdivision thereof that is or becomes a Borrower or Subsidiary Guarantor, perfection of such Liens would not be governed by the laws of the United States (or any state thereof).
Sample 1
Permitted Perfection Limitations the limited perfection of the Liens on certain Collateral to the extent that (a) such Collateral consists of (i) deposit accounts used exclusively for funding payroll or having an average monthly balance of less than $1,000,000 in the aggregate except, in each case, (x) any such deposit account maintained with the Agent and (y) any such deposit account subject to the applicable PPSA for which a Lien can be perfected by filing a financing statement or equivalent under the personal property security laws in the applicable jurisdiction, and (ii) aircraft and motor vehicles that require notice of a Lien on their title papers to perfect such Lien, or (b) except in the case of any Subsidiary of the U.S. Borrower that is not organized under the Laws of the United States or any political subdivision thereof that is or becomes a Borrower or Subsidiary Guarantor, perfection of such Liens would not be governed by the laws of the United States (or any state thereof) or Canada (or any province or territory thereof) or (c) in the case of the Canadian Borrower, or, if applicable, a Canadian Subsidiary Guarantor, perfection of such Liens would not be governed by the laws of the United States (or any state thereof) or Canada (or any province or territory thereof). Person: any natural person, corporation, limited liability company, trust, joint venture, association, company, partnership, Governmental Authority or other entity.
Sample 1
Permitted Perfection Limitations the limited perfection of the Liens on certain Collateral to the extent that (a) such Collateral consists of (i) deposit accounts used exclusively for funding payroll or having an average monthly balance of less than $1,000,000 in the aggregate except, in each case, (x) any such deposit account maintained with the Agent and (y) any such deposit account subject to the applicable PPSA for which a Lien can be perfected by filing a financing statement or equivalent under the personal property security laws in the applicable jurisdiction, (ii) deposit accounts owned by Target up to 30 days after the closing date of the Permitted U.S. Target Acquisition, as such date may be extended by the Agent in its sole discretion, (iii) aircraft and motor vehicles that require notice of a Lien on their title papers to perfect such Lien, or (iv) Canadian assets of the Target to the extent perfection may be governed by Canadian law prior to the time such assets are transferred to the Canadian Borrower within the timeframe and pursuant to the terms of the proviso of the first sentence of Section 8.27.1 hereof (but for the avoidance of doubt, such assets are Collateral pursuant to the Loan Documents governed by the applicable laws of any state or commonwealth in the United States); (b) except in the case of any Subsidiary of the U.S. Borrower that is not organized under the Laws of the United States or any political subdivision thereof that is or becomes a Borrower or Subsidiary Guarantor, perfection of such Liens would not be governed by the laws of the United States (or any state thereof) or Canada (or any province or territory thereof), or (c) in the case of the Canadian Borrower, or, if applicable, a Canadian Subsidiary Guarantor, perfection of such Liens would not be governed by the laws of the United States (or any state thereof) or Canada (or any province or territory thereof).
Sample 1
Permitted Perfection Limitations means any of the following: no action must be taken under any law other than the laws of the United States or any State thereof; no landlord waivers or consents of any parties to leases, licenses, rights or contracts must be obtained; and no leasehold mortgages must be granted. “Person” means any individual, sole proprietorship, partnership, limited liability company, joint venture, company association, trust, unincorporated organization, association, corporation, institution, public benefit corporation, firm, joint stock company, estate, entity or government agency. “Portfolio Company” means any Person in which Borrower has an interest. “Prime Rate” means the “prime rate” that appears in the Western Edition of The Wall Street Journal on any date. Such rate may not be Lender’s lowest rate. “Revolving Line” has the meaning provided in Section 2.1.1. “Revolving Maturity Date” is specified in Section 2.1.1. “Separate Account” means an account established for a single client or group of legally related clients. “Specialized Management Fees” means any fees (other than Incentive Fees) earned by the Borrower from funds established by it. “Tangible Net Worth” means the total member’s equity minus non-controlling interests in general partnerships. “Termination Notice” has the meaning provided in Section 2.2(c)(ii). LOAN NO.: 00-000000-0 / AFS No.: 0210690058 USActive 37187036.11 89908444.1 [SIGNATURE PAGE FOLLOWS.] LOAN NO.: 00-000000-0 / AFS No.: 0210690058 USActive 37187036.11 89908444.1
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Permitted Perfection Limitations the understanding that perfection of the Lien on certain Collateral may be limited to the extent that the Collateral may constitute (a) goods in transit that are not otherwise perfected by the UCC or PPSA filings, (b) goods in the hands of third parties that are not otherwise perfected by the UCC or PPSA filings, (c) intellectual property or other assets of the U.S. Borrower that are not in the United States (except to the extent that the General Administrative Agent otherwise requests), (d) motor vehicles or (e) assets that have de minimus value.
Sample 1

Related to Permitted Perfection Limitations

  • Excluded Perfection Assets means, collectively:

  • Company Permitted Liens means (i) mechanics’, materialmen’s, carriers’, workmen’s, repairmen’s, vendors’, operators’ or other like Liens, if any, arising in the ordinary course of business of the Company; (ii) Liens arising under original purchase price conditional sales contracts and equipment leases with third parties entered into in the ordinary course of business; (iii) title defects or Liens (other than those constituting Liens for the payment of Indebtedness), if any, that do not or would not, individually or in the aggregate, impair in any material respect the use or occupancy of the assets of the Company and its Subsidiaries, taken as a whole; (iv) Liens for Taxes that are not yet due or payable or that may thereafter be paid without penalty being contested in good faith and for which adequate accruals or reserves have been established in accordance with GAAP; (v) Liens supporting surety bonds, performance bonds and similar obligations issued in the ordinary course of business of the Company and its Subsidiaries; (vi) Liens not created by the Company or its Subsidiaries that affect the underlying fee interest of a Company Leased Real Property; (vii) Liens that are disclosed on the most recent consolidated balance sheet of the Company included in the Company Filed SEC Documents or notes thereto or securing liabilities reflected on such balance sheet; (viii) Liens arising under or pursuant to the organizational documents of the Company or any of its Subsidiaries; (ix) grants to others of Rights-of-Way, surface leases or crossing rights and amendments, modifications, and releases of Rights-of-Way, surface leases or crossing rights in the ordinary course of business; (x) with respect to Rights-of-Way, restrictions on the exercise of any of the rights under a granting instrument that are set forth therein or in another executed agreement, that is of public record or to which the Company or any of its Subsidiaries otherwise has access, between the parties thereto; (xi) Liens which an accurate up-to-date survey would show; (xii) Liens resulting from any facts or circumstances relating to Parent or any of its Affiliates; and (xiii) Liens that do not and would not reasonably be expected to materially impair the continued use of a Company Owned Real Property or a Company Leased Real Property as presently operated.

  • Permitted Collateral Liens means any “Permitted Liens” other than Liens specified in clauses (2), (3), (4), (5), (14) or (18) of the definition of “Permitted Liens.”

  • Supplemental Perfection Certificate means a certificate substantially in the form of Exhibit G or any other form approved by the Administrative Agent.

  • Permitted Prior Liens means Permitted Liens described in clauses (c), (f), (g), (h), (j), (k) (to the extent permitted under the Control Agreements relating to the deposit accounts subject to the Permitted Liens described in clause (k)) and (m) of the defined term “Permitted Liens” and as set forth in the Schedule.

  • Customary Permitted Liens means, with respect to any Person, any of the following Liens:

  • Permitted Liens means, with respect to any Person:

  • Credit Agreement Collateral Documents means the Security Agreement, the other Collateral Documents (as defined in the Credit Agreement) and each other agreement entered into in favor of the Credit Agreement Collateral Agent for the purpose of securing any Credit Agreement Obligations.

  • Permitted Priority Liens means Liens permitted under any of the clauses (b), (c), (d), (e), (f) or (i) of Section 9.02.

  • Permitted Encumbrances means:

  • Excepted Liens means: (i) Liens for taxes, assessments or other governmental charges or levies not yet due or which are being contested in good faith by appropriate action and for which adequate reserves have been maintained; (ii) Liens in connection with workmen's compensation, unemployment insurance or other social security, old age pension or public liability obligations not yet due or which are being contested in good faith by appropriate action and for which adequate reserves have been maintained in accordance with GAAP; (iii) operators', vendors', carriers', warehousemen's, repairmen's, mechanics', workmen's, materialmen's, construction or other like Liens arising by operation of law in the ordinary course of business or statutory landlord's liens, each of which is in respect of obligations that have not been outstanding more than ninety (90) days or which are being contested in good faith by appropriate proceedings and for which adequate reserves have been maintained in accordance with GAAP; (iv) any Liens reserved in leases for rent and for compliance with the terms of leases in the case of leasehold estates, to the extent that any such Lien referred to in this clause does not materially impair the use of the Property covered by such Lien for the purposes for which such Property is held by the Company or any Subsidiary or materially impair the value of such Property subject thereto; (v) encumbrances (other than to secure the payment of borrowed money or the deferred purchase price of Property or services), easements, restrictions, servitudes, permits, conditions, covenants, exceptions or reservations in any rights of way or other Property of the Company or any Subsidiary for the purpose of roads, pipelines, transmission lines, transportation lines, distribution lines for the removal of gas, oil, coal or other minerals or timber, and other like purposes, or for the joint or common use of real estate, rights of way, facilities and equipment, and defects, irregularities, zoning restrictions and deficiencies in title of any rights of way or other Property which in the aggregate do not materially impair the use of such rights of way or other Property for the purposes of which such rights of way and other Property are held by the Company or any Subsidiary or materially impair the value of such Property subject thereto; (vi) deposits of cash or securities to secure the performance of bids, trade contracts, leases, statutory obligations and other obligations of a like nature incurred in the ordinary course of business; and (vii) Liens permitted by the Senior Credit Documents.

  • Senior Collateral Documents means the Security Agreement and the other “Collateral Documents” as defined in the Credit Agreement, the First Lien Intercreditor Agreement (upon and after the initial execution and delivery thereof by the initial parties thereto) and each of the collateral agreements, security agreements and other instruments and documents executed and delivered by the Borrower or any other Grantor for purposes of providing collateral security for any Senior Obligation.

  • Collateral and Guarantee Requirement means, at any time, the requirement that:

  • Transaction Liens means the Liens granted by the Lien Grantors under the Security Documents.

  • Permitted Existing Liens means the Liens on assets of the Company and its Subsidiaries identified as such on Schedule 1.1.3 to this Agreement.

  • Perfection Requirements means the making or procuring of filings, stampings, registrations, notarisations, endorsements, translations and/or notifications of any Finance Document (and/or any Security created under it) necessary for the validity, enforceability (as against the relevant Obligor or any relevant third party) and/or perfection of that Finance Document.

  • Baggage and Personal Effects means luggage, personal possessions and travel documents taken by You on Your Trip.

  • Perfection Certificates is defined in Section 5.1.

  • Additional Collateral Documents as defined in the Base Intercreditor Agreement.

  • Perfection Representations means the representations, warranties and covenants set forth in Schedule 1 attached hereto.

  • Liens means a lien, charge, pledge, security interest, encumbrance, right of first refusal, preemptive right or other restriction.

  • First Priority Obligations means (a) with respect to the Existing First Priority Agreement, all “Obligations” of each Loan Party as defined in the Existing First Priority Agreement and (b) with respect to each other First Priority Agreement, all “Obligations” of each Loan Party as defined in such First Priority Agreement, and shall in any event include (i) all principal of and interest (including without limitation any Post-Petition Interest) and premium (if any) on all loans made or other indebtedness issued or incurred pursuant to such First Priority Agreement, (ii) all reimbursement obligations (if any) and interest thereon (including without limitation any Post-Petition Interest) with respect to any letter of credit or similar instruments issued pursuant to such First Priority Agreement, (iii) all Specified Swap Agreements, (iv) all Specified Cash Management Agreements and (v) all guarantee obligations, fees, expenses and other amounts payable from time to time pursuant to the applicable First Priority Documents, in each case whether or not allowed or allowable in an Insolvency Proceeding. To the extent any payment with respect to any First Priority Obligation (whether by or on behalf of any Loan Party, as proceeds of security, enforcement of any right of setoff or otherwise) is declared to be a fraudulent conveyance or a preference in any respect, set aside or required to be paid to a debtor in possession, any Second Priority Secured Party, receiver or similar Person, then the obligation or part thereof originally intended to be satisfied shall, for the purposes of this Agreement and the rights and obligations of the First Priority Secured Parties and the Second Priority Secured Parties, be deemed to be reinstated and outstanding as if such payment had not occurred.

  • Continuing Obligations mean obligations or responsibilities that are reasonably expected to continue or arise after Operations on a particular area of the Properties have ceased or are suspended, such as future monitoring, stabilization, or Environmental Compliance.

  • ABL Collateral Documents means all “Security Documents” as defined in the Original ABL Credit Agreement, and all other security agreements, mortgages, deeds of trust and other collateral documents executed and delivered in connection with any ABL Credit Agreement, and any other agreement, document or instrument pursuant to which a Lien is granted securing any ABL Obligations or under which rights or remedies with respect to such Liens are governed, in each case as the same may be amended, supplemented, waived or modified from time to time.

  • Other Permitted Indebtedness means (a) accrued expenses and current trade accounts payable incurred in the ordinary course of the Borrower’s business which are not overdue for a period of more than 90 days or which are being contested in good faith by appropriate proceedings, (b) Indebtedness (other than Indebtedness for borrowed money) arising in connection with transactions in the ordinary course of the Borrower’s business in connection with its securities transactions, derivatives transactions, reverse repurchase agreements or dollar rolls to the extent such transactions are permitted under the Investment Company Act and the Borrower’s Investment Policies (after giving effect to any Permitted Policy Amendments), provided that such Indebtedness does not arise in connection with the purchase of Portfolio Investments other than Cash Equivalents and U.S. Government Securities and (c) Indebtedness in respect of judgments or awards that have been in force for less than the applicable period for taking an appeal so long as such judgments or awards do not constitute an Event of Default under clause (l) of Article VII.

  • Initial Additional First Lien Obligations means the [Obligations] as such term is defined in the Initial Additional First-Lien Security Agreement.