Certain Security Sample Clauses

Certain Security. For the purpose of securing WFBC in the payment of any and all sums of money that may become due and owing WFBC from Seller by reason of this Agreement and securing WFBC in the performance by Seller of Seller’s obligations hereunder, Seller hereby grants to WFBC a security interest in (i) all of Seller’s present and future inventory, accounts, account and contract rights, contracts and the proceeds therefrom, together with all notes, drafts, acceptances, documents, instruments, chattel paper, general intangibles and products and proceeds thereof including all returned or repossessed goods, (ii) all amounts withheld by WFBC pursuant to Section 7 hereof and (iii) all funds of Seller in the possession or control of WFBC, from whatever source (all, the “Collateral”). Seller agrees to execute and deliver such financing statements under the applicable UCC and other documents, and make such entries and markings in its books and records and to take all such other actions, as WFBC may request to further evidence, perfect, preserve or protect the security interest granted to WFBC hereunder. WFBC shall have all rights and remedies in respect of the security interest herein granted as are provided in this Agreement, the UCC and other applicable law, including the right at any time, before or after any default by Seller of any of its obligations hereunder, to notify account debtors and obligors on instruments to make payments to WFBC (or its designee) and to take control of proceeds to which WFBC is entitled, and to apply proceeds to (in addition to other obligations of Seller to WFBC) the reasonable attorneys’ fees and legal expenses incurred by WFBC in connection with the disposition of collateral or the other exercise of rights and remedies by WFBC. In the event a security interest has heretofore been granted and given to WFBC by Seller in a prior agreement(s) to secure certain obligations, then, in such event, and not withstanding anything in this Agreement to the contrary, including paragraph 16 hereof, the security interest granted and given to WFBC is in renewal and extension, and not in extinguishment of, all such prior security interests and are valid and subsisting liens to secure all prior, existing and new obligations of Seller to WFBC hereunder and under any such prior agreements, which obligations are likewise herein renewed and extended.
Sample 1Sample 2Sample 3See All (6)
Certain Security. For the purpose of securing MCF (a) in the payment of any and all sums of money that may become due and owing MCF from Seller by reason of this Agreement, (b) in the performance by Seller of Seller’s obligations hereunder, and under any other agreement, contract, document, note or other instrument in favor of MCF or its assignees and (c) in the performance of all the obligations of all Affiliates (as hereinafter defined) under each Affiliate’s agreements, contracts, documents, notes or other instruments in favor of MCF or its assigns, Seller hereby grants to MCF a security interest in (i) all of Seller’s present and future accounts, account and contract rights, proceeds of inventory, contracts, drafts, acceptances, documents, instruments, chattel paper, deposit accounts, general intangibles, excluding intellectual property, and all products and proceeds therefrom, including all returned or repossessed goods, as well as all books and records pertaining to all of the foregoing, (ii) all amounts due as Residual Payments or withheld by MCF as the Reserve pursuant to Section 6 hereof and (iii) all money and other funds of Seller now or hereafter in the possession, custody or control of MCF, from whatever source (the “Collateral”). The term “Affiliate” shall mean with respect to any person or entity in question, any other person or entity owned or controlled by, or which owns or controls or is under common control or is otherwise affiliated with such person or entity in question. Seller agrees to execute and deliver such financing statements under the applicable UCC and other documents, and make such entries and markings in its books and records and to take all such other actions, as MCF may request to further evidence, perfect, preserve or protect the security interest granted to MCF hereunder. MCF shall have all rights and remedies in respect of the lien and security interest herein granted as are provided in this Agreement, the UCC and other applicable law, including the right at any time, before or after any default by Seller of any of its obligations hereunder, to notify account debtors and obligors on instruments to make payment to MCF (or its designee) and to take control of proceeds to which MCF is entitled, and to apply proceeds to (in addition to other obligations of Seller to MCF) the reasonable attorneys’ fees and legal expenses incurred by MCF in connection with the disposition of collateral or the other exercise of rights and remedies by MCF. Selle...
Sample 1See All (4)
Certain Security. For the purpose of securing KBK (a) in the payment of any and all sums of money that
Sample 1
Certain Security. For the purpose of securing KBK (a) in the payment of any and all sums of money (including, without limitation, all attorneys' fees and other fees and costs) that may become due and owing KBK from Seller by reason of this Agreement, (b) in the performance by Seller of Seller's obligations hereunder, and under any other agreement contract document, note or legal instrument in favor of KBK or its assignees and (c) in the performance of all the obligations of all Affiliates under each Affiliate's agreements, contracts, documents, note or legal instruments in favor of KBK or its assigns, Seller hereby grants to KBK a security interest in (i) all of Seller's present and future inventory, accounts, account and contract rights, contracts, notes, drafts, acceptances, documents, instruments, chattel paper, general intangibles (including, but not limited to, all
Sample 1
Certain Security. (i) To secure the repayment of the Secured Obligations, ---------------- the Borrower will execute and deliver to the Agent the Pledge Agreement substantially in the form of Exhibit "H", together with a duly-executed control agreement with respect to the securities account described in the Pledge Agreement and all appropriate Form UCC-1 financing statements. (ii) Prior to the advances of the Term Loan hereunder, the Borrower will deposit, or cause to be deposited, into a securities account maintained with ___________________ and subject to a first Encumbrance in favor of the Agent (for the benefit of the Lenders) Qualifying Securities with a value equal to at least $20,000,000. (iii) So long as no Event of Default or Potential Default then exists, the Borrower may request from time to time that the Agent, with the prior written consent of all Lenders, release all or a portion of the Qualifying Securities from the Encumbrance created or purported to be created under the Pledge Agreement. Each such request shall be made by the Borrower to the Agent in writing at least thirty (30) days but not more than ninety (90) days prior to the date when such Qualifying Securities are to be released. The Borrower shall provide the Agent with any information or documentation that the Agent may reasonably request in support of the requested release of Qualifying Securities. The Agent and the Lenders shall use their best efforts to respond to such request in a timely manner; provided, however, that neither the Agent nor any Lender shall be liable in any manner for failing to respond to any such request, such response to be in the sole and absolute discretion of each Lender, and the failure of the Agent or any Lender to so respond shall be deemed to be a negative response from the Agent or such Lender, as the case may be. Any Qualifying Securities released pursuant to this Section 2.14 shall be liquidated by the Borrower, and the proceeds thereof shall be used by the Borrower solely for the purposes described in Section 4.1(iv)(x), (y) and (z) below. (iv) Notwithstanding the foregoing, so long as no Event of Default or Potential Default then exists, in the event that (as a result of a prepayment or otherwise) the then current value (as determined by the Agent) of the Qualifying Securities subject to a perfected first priority Encumbrance in favor of the Agent (on behalf of the Lenders) exceeds the aggregate outstanding principal amount of the Term Loans at any time, the Agen...
Sample 1

Related to Certain Security

  • Restrictions on Payment of Certain Debt Make any payments (whether voluntary or mandatory, or a prepayment, redemption, retirement, defeasance or acquisition) with respect to any Subordinated Debt, except for (i) payments of regularly scheduled interest, fees, expenses and indemnification obligations and, to the extent this Agreement is then in effect, principal on the scheduled maturity date thereof, (ii) any Permitted Refinancing Debt in respect of such Subordinated Debt permitted under Section 6.1 and (iii) the conversion of any Subordinated Debt to, or payment with the proceeds of, Equity Interests (each such payment or distribution, a “Restricted Debt Payment”)); provided, however, that any such Subordinated Debt may be repurchased, redeemed, retired, acquired, cancelled or terminated if (w) (A) no Event of Default shall have occurred and be continuing or would otherwise result therefrom and (B) the aggregate principal amount of such repurchases pursuant to this clause (w) shall not exceed the Available Basket Amount; (x) the aggregate principal amount of such repurchases under this clause (x) shall not exceed the portion, if any, of the Excluded Contributions that the Borrower elects to apply to this clause (x); (y) at the time of the delivery of the irrevocable notice with respect thereto, the aggregate principal amount of such repurchases pursuant to this clause (y) shall not exceed the greater of $40,000,000 and 2.5% of Total Assets as of the last day of the most recently ended Test Period minus (A) the amount of Restricted Payments made by the Borrower or any Restricted Subsidiary in reliance on clause (n) of the definition of “Permitted Restricted Payments”, minus (B) the outstanding amount of Investments made by the Borrower or any Restricted Subsidiary in reliance on clause (ff) of the definition of “Permitted Investment”; or (z) (A) no Event of Default shall have occurred and be continuing or would otherwise result therefrom after giving effect to such repurchases made pursuant to this clause (z) and (B) the Total Net Leverage Ratio, on a Pro Forma Basis, as of the last day of the most recent Fiscal Quarter for which financial statements have been delivered pursuant to Section 5.2(a) or (b), does not exceed 4.0 to 1.0.

  • Enforcement of Certain Rights Nothing expressed or implied in this Agreement is intended, or will be construed, to confer upon or give any Person other than the Parties, and their successors or permitted assigns, any rights, remedies, obligations or liabilities under or by reason of this Agreement, or result in such Person being deemed a third party beneficiary of this Agreement.

  • Treatment of Certain Refunds If any party determines, in its sole discretion exercised in good faith, that it has received a refund of any Taxes as to which it has been indemnified pursuant to this Section 2.17 (including by the payment of additional amounts pursuant to this Section 2.17), it shall pay to the indemnifying party an amount equal to such refund (but only to the extent of indemnity payments made under this Section 2.17 with respect to the Taxes giving rise to such refund), net of all out-of-pocket expenses (including Taxes) of such indemnified party and without interest (other than any interest paid by the relevant Governmental Authority with respect to such refund). Such indemnifying party, upon the request of such indemnified party, shall repay to such indemnified party the amount paid over pursuant to this paragraph (g) (plus any penalties, interest or other charges imposed by the relevant Governmental Authority) in the event that such indemnified party is required to repay such refund to such Governmental Authority. Notwithstanding anything to the contrary in this paragraph (g), in no event will the indemnified party be required to pay any amount to an indemnifying party pursuant to this paragraph (g) the payment of which would place the indemnified party in a less favorable net after-Tax position than the indemnified party would have been in if the Tax subject to indemnification and giving rise to such refund had not been deducted, withheld or otherwise imposed and the indemnification payments or additional amounts with respect to such Tax had never been paid. This paragraph shall not be construed to require any indemnified party to make available its Tax returns (or any other information relating to its Taxes that it deems confidential) to the indemnifying party or any other Person.

  • Effect of Certain Events (a) If at any time the Company proposes (i) to sell or otherwise convey all or substantially all of its assets or (ii) to effect a transaction (by merger or otherwise) in which more than 50% of the voting power of the Company is disposed of (collectively, a "Sale or Merger Transaction"), in which the consideration to be received by the Company or its shareholders consists solely of cash, the Company shall give the holder of this Warrant thirty (30) days' notice of the proposed effective date of the transaction specifying that the Warrant shall terminate if the Warrant has not been exercised by the effective date of the transaction. (b) In case the Company shall at any time effect a Sale or Merger Transaction in which the consideration to be received by the Company or its shareholders consists in part of consideration other than cash, the holder of this Warrant shall have the right thereafter to purchase, by exercise of this Warrant and payment of the aggregate Exercise Price in effect immediately prior to such action, the kind and amount of shares and other securities and property which it would have owned or have been entitled to receive after the happening of such transaction had this Warrant been exercised immediately prior thereto.

  • Effect of Certain Resolutions Neither the settlement or termination of any Proceeding nor the failure of the Company to award indemnification or to determine that indemnification is payable shall create a presumption that Indemnitee is not entitled to indemnification hereunder. In addition, the termination of any proceeding by judgment, order, settlement, conviction, or upon a plea of nolo contendere or its equivalent shall not create a presumption that Indemnitee did not act in good faith and in a manner which Indemnitee reasonably believed to be in or not opposed to the best interests of the Company or, with respect to any criminal Proceeding, had reasonable cause to believe that Indemnitee’s action was unlawful.

  • Suspension of Certain Obligations The Company shall not be required to comply with the provisions of subsections (e), (i) or (j) of this Section during any period from the time (i) the Agents shall have suspended solicitation of purchases of the Notes in their capacity as agents pursuant to a request from the Company and (ii) the Agents shall not then hold any Notes as principal purchased pursuant to a Terms Agreement, to the time the Company shall determine that solicitation of purchases of the Notes should be resumed or shall subsequently enter into a new Terms Agreement with an Agent.

  • Survival of Certain Obligations The obligations of Sections 3, 4, 8, 9, 12 and 13 shall survive any termination of this Agreement.

  • Amendment of Certain Documents Such Borrower will not amend or otherwise modify its Certificate of Formation or Articles of Association as the case may be, or operating agreement in any way which would have a Material Adverse Effect on such Borrower.

  • Replacement of Certain Lenders (a) If (i) any action to be taken by the Lender Group or Agent hereunder requires the consent, authorization, or agreement of all Lenders or all Lenders affected thereby and if such action has received the consent, authorization, or agreement of the Required Lenders but not of all Lenders or all Lenders affected thereby, or (ii) any Lender makes a claim for compensation under Section 16, then Borrowers or Agent, upon at least five Business Days prior irrevocable notice, may permanently replace any Lender that failed to give its consent, authorization, or agreement (a “Non-Consenting Lender”) or any Lender that made a claim for compensation (a “Tax Lender”) with one or more Replacement Lenders, and the Non-Consenting Lender or Tax Lender, as applicable, shall have no right to refuse to be replaced hereunder. Such notice to replace the Non-Consenting Lender or Tax Lender, as applicable, shall specify an effective date for such replacement, which date shall not be later than 15 Business Days after the date such notice is given. (b) Prior to the effective date of such replacement, the Non-Consenting Lender or Tax Lender, as applicable, and each Replacement Lender shall execute and deliver an Assignment and Acceptance, subject only to the Non-Consenting Lender or Tax Lender, as applicable, being repaid in full its share of the outstanding Obligations (without any premium or penalty of any kind whatsoever, but including (i) all interest, fees and other amounts that may be due in payable in respect thereof, (ii) an assumption of its Pro Rata Share of participations in the Letters of Credit, and (iii) Funding Losses). If the Non-Consenting Lender or Tax Lender, as applicable, shall refuse or fail to execute and deliver any such Assignment and Acceptance prior to the effective date of such replacement, Agent may, but shall not be required to, execute and deliver such Assignment and Acceptance in the name or and on behalf of the Non-Consenting Lender or Tax Lender, as applicable, and irrespective of whether Agent executes and delivers such Assignment and Acceptance, the Non-Consenting Lender or Tax Lender, as applicable, shall be deemed to have executed and delivered such Assignment and Acceptance. The replacement of any Non-Consenting Lender or Tax Lender, as applicable, shall be made in accordance with the terms of Section 13.1. Until such time as one or more Replacement Lenders shall have acquired all of the Obligations, the Commitments, and the other rights and obligations of the Non-Consenting Lender or Tax Lender, as applicable, hereunder and under the other Loan Documents, the Non-Consenting Lender or Tax Lender, as applicable, shall remain obligated to make the Non-Consenting Lender’s or Tax Lender’s, as applicable, Pro Rata Share of Revolving Loans and to purchase a participation in each Letter of Credit, in an amount equal to its Pro Rata Share of participations in such Letters of Credit.

  • Delivery of Certain Collateral Contemporaneously or prior to the execution of this Agreement, each Debtor shall deliver or cause to be delivered to the Agent (a) any and all certificates and other instruments representing or evidencing the Pledged Securities, and (b) any and all certificates and other instruments or documents representing any of the other Collateral, in each case, together with all Necessary Endorsements. The Debtors are, contemporaneously with the execution hereof, delivering to Agent, or have previously delivered to Agent, a true and correct copy of each Organizational Document governing any of the Pledged Securities.