Assignment; Security Interest Clause Samples
Assignment; Security Interest. (a) The Company hereby assigns, transfers and conveys to the Reinsurer, effective as of the Effective Time, all of Company’s right, title and interest (legal, equitable or otherwise), if any, (i) under the Reinsured Policies to receive principal and interest paid on policy loans and (ii) in and to the Premiums, fees and other payments due or made on or after the Effective Date under the Reinsured Policies. The Reinsurer and the Company hereby agree that, in connection with any termination of this Agreement, all of the Reinsurer’s right, title and interest (legal, equitable or otherwise) in and to the items set forth in (i) and (ii) above shall be immediately assigned, transferred and conveyed to the Company without any further action by the Parties. Each Party, as reasonably requested by the other from time to time, shall take all reasonably appropriate action and execute any reasonably necessary and appropriate additional documents, instruments or conveyances of any kind which may be reasonably necessary to carry out the provisions of this Section 2.10(a).
(b) The Parties intend that at all times prior to the termination of this Agreement the Company’s assignment pursuant to Section 2.10(a) to be a present assignment of all of the Company’s rights, title and interest and not an assignment as collateral. However, to the extent that such assignment is not recognized as a present assignment, is not valid or is recharacterized as a pledge rather than a lawful conveyance to the Reinsurer, the Company does hereby bargain, sell, convey, assign and otherwise pledge to the Reinsurer, and grant a first priority security interest to the Reinsurer in, all of the Company’s right, title and interest (legal, equitable or otherwise), if any, (i) under the Reinsured Policies to receive principal and interest paid on policy loans and (ii) in and to all Premiums, fees and other payments due or made on or after the Effective Date under the Reinsured Policies (collectively, the “Collateral”) to secure all of the Company’s obligations under this Agreement.
(c) Upon the failure of the Company to fully perform any of its material obligations under this Agreement, including Sections 6.2 and 9.5, which failure is not caused by the Reinsurer as Administrator and remains uncured ten (10) calendar days after written notice thereof is received by the Company, the Reinsurer shall have, in addition to all other rights under this Agreement or under Applicable Law, the following rights:
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Assignment; Security Interest. (a) Seller hereby sells, transfers, assigns and sets over each Undivided Interest from time to time purchased hereunder to Purchaser. The parties hereto intend that this Agreement constitutes the absolute sale and assignment of the Undivided Interests to Purchaser.
(b) To secure all of the Seller's obligations under the Agreement Documents (whether now or hereafter existing, due or to become due or direct or indirect) the Seller hereby grants to the Purchaser a security interest in all of the Seller's right, title and interest now or hereafter existing in and to the Pool Assets (including any undivided interest therein retained by the Seller hereunder).
Assignment; Security Interest. (a) Without limiting any other provision of this Agreement, as collateral security for the payment and performance of all of the Obligations, Borrower hereby grants a continuing security interest to Lender in all of Borrower’s right, title and interest in and to, whether now existing or hereafter arising or acquired by the Borrower, all personal and real property on the site and comprising part of the Project, and all Construction Documents and Design Development Documents. Nothing herein shall obligate Lender to perform any obligations of Developer pursuant the Design Development Documents or the Construction Documents unless and until ▇▇▇▇▇▇ succeeds to Borrower’s interest in the Project and then only as to those Design Development Documents or Construction Documents that it elects to assume and continue and only as to obligations thereafter accruing. Lender may, upon succeeding to ▇▇▇▇▇▇▇▇’s interest in the Project, select which of the Design Development Documents or the Construction Documents it may assume and may terminate or allow the termination of others.
(b) Borrower irrevocably appoints ▇▇▇▇▇▇ as ▇▇▇▇▇▇▇▇’s attorney-in-fact, with power of substitution, in the name of Lender or otherwise, for the use and benefit of ▇▇▇▇▇▇, but at the cost and expense of Borrower and without notice to Borrower, solely to execute and deliver any and all of the instruments and other documents and take any action which Lender may reasonably require to perfect ▇▇▇▇▇▇’s security interest pursuant the foregoing provisions of this Section. Further, to the extent permitted by applicable laws, Lender may file, without Developer’s signature, one or more financing statements or other notices disclosing ▇▇▇▇▇▇’s security interest. All financing statements and notices may describe ▇▇▇▇▇▇’s collateral as all assets or all personal and real property of Borrower in the Project. Borrower hereby consents to and confirms its authorization of any and all financing statements filed by Lender.
Assignment; Security Interest. As additional security for Borrower’s obligations under the Loan Documents and all other obligations of Borrower to Lender which are secured by the Deed of Trust, Borrower hereby assigns, conveys and transfers to Lender, and grants to Lender a first priority security interest in, all of Borrower’s right, title, and interest in, to and under the Purchase Agreement, including, without limitation, all amounts from time to time due to Borrower under the Purchase Agreement pursuant to the terms thereof and all claims, demands, and other rights of Borrower with respect to the Purchase Agreement and documents associated with the Purchase Agreement, excluding any Incentive Development Fee or Incentive Management Fee (each hereinafter defined) which will no longer be payable under certain circumstances as provided in Section 2.(b) below. It is expressly understood and agreed by Borrower and Equity Provider that Lender does not hereby assume any of Borrower’s obligations or duties concerning the Purchase Agreement, unless and until Lender notifies Equity Provider in writing that Lender is exercising its rights pursuant to Section 2 hereof, in which case Lender’s rights and obligations shall be subject to the terms and provisions of the Purchase Agreement as modified by the applicable terms of this Agreement. Equity Provider acknowledges such assignment and agrees that such assignment is permitted under the Purchase Agreement and shall notconstitute a default under or otherwise permit Equity Provider to terminate the Purchase Agreement. Notwithstanding any provision of this Agreement to the contrary, Lender agrees that, although Lender has a security interest in all of Borrower’s rights under the Purchase Agreement, Lender’s rights and remedies with respect to the Purchase Agreement shall be exercised pursuant hereto. As additional securityfor Equity Provider’s obligations under this Agreement, Equity Provider hereby (a) assigns, conveys and transfers to Lender, and grants to Lender a security interest in and to the capital contributions of the partners of Equity Provider that are the subject of paragraph 3 of the Partners’ Undertaking referred to in Section 7.(g) below, and (b) agrees that such capital contributions shall be made directly to Lender.
Assignment; Security Interest. To secure the payment of the Secured Indebtedness Borrower hereby collaterally assigns to Lender (including Equitas, L.P., as agent for the benefit of Lender) and grants to Lender (including Equitas, L.P., as agent for the benefit of Lender) a security interest in all of Borrower's presently existing and hereafter arising contract rights arising from, or related or incidental to, management and services agreements (and all amendments and modifications thereof) which Borrower enters into with various architectural and engineering firms (each, an "Obligor," and collectively, the "Obligors"), including without limitation, those certain management and services agreements identified on Exhibit A attached hereto and incorporated by reference (collectively, the "Contracts"), copies of which are also attached hereto, together with all renewals, modifications, amendments and extensions thereof, and all existing and hereafter arising accounts and/or rights to receive payments associated therewith, rights to any claims and/or damages with respect thereto, and any and all proceeds from any of the foregoing (collectively the "Contract Rights").
Assignment; Security Interest