Certain Security Clause Samples

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.
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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 inventory, accounts, account and contract rights, contracts, drafts, acceptances, documents, instruments, chattel paper, deposit accounts, general intangibles 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. Seller hereby authorizes MCF to file in any jurisdi...
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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
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Certain Security. For the purpose of securing KBK (a) in the payment of any and all sums of money that
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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...
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Related to Certain Security

  • E7 Security The Authority shall be responsible for maintaining the security of the Authority premises in accordance with its standard security requirements. The Contractor shall comply with all security requirements of the Authority while on the Authority premises, and shall ensure that all Staff comply with such requirements.

  • Replacement of Note 2.1 In the event that this Note is mutilated, destroyed, lost or stolen, Payor shall, at its sole expense, execute, register and deliver a new Note, in exchange and substitution for this Note, if mutilated, or in lieu of and substitution for this Note, if destroyed, lost or stolen. In the case of destruction, loss or theft, Payee shall furnish to Payor indemnity reasonably satisfactory to Payor, and in any such case, and in the case of mutilation, Payee shall also furnish to Payor evidence to its reasonable satisfaction of the mutilation, destruction, loss or theft of this Note and of the ownership thereof. Any replacement Note so issued shall be in the same outstanding principal amount as this Note and dated the date to which interest shall have been paid on this Note or, if no interest shall have yet been paid, dated the date of this Note. 2.2 Every Note issued pursuant to the provisions of Section 2.1 above in substitution for this Note shall constitute an additional contractual obligation of the Payor, whether or not this Note shall be found at any time or be enforceable by anyone.

  • Data Security The Provider agrees to utilize administrative, physical, and technical safeguards designed to protect Student Data from unauthorized access, disclosure, acquisition, destruction, use, or modification. The Provider shall adhere to any applicable law relating to data security. The provider shall implement an adequate Cybersecurity Framework based on one of the nationally recognized standards set forth set forth in Exhibit “F”. Exclusions, variations, or exemptions to the identified Cybersecurity Framework must be detailed in an attachment to Exhibit “H”. Additionally, Provider may choose to further detail its security programs and measures that augment or are in addition to the Cybersecurity Framework in Exhibit “F”. Provider shall provide, in the Standard Schedule to the DPA, contact information of an employee who ▇▇▇ may contact if there are any data security concerns or questions.

  • RECOGNITION AND UNION SECURITY 2.1 The Employer recognizes the Union as the exclusive collective bargaining agent for employees as certified by the Nebraska Commission of Industrial Relations (CIR) as set forth in Appendix A. The Employer will not during the life of this Agreement bargain with any group of employees or with any other employee organization with respect to terms and conditions of employment covered by this Agreement, which are considered to be mandatory subjects of collective bargaining. 2.2 The Employer and the Union agree that for purposes of administration, this Contract shall pertain to bargaining unit employees who occupy the position class titles set forth specifically in Appendix A, except for temporary employees and employees occupying positions identified as supervisory or confidential either as agreed upon by the Employer and the Union or as identified at any time by the Commission of Industrial Relations or court of proper jurisdiction. 2.3 In accordance with section 48-837 of the Nebraska State Statutes, employees shall have the right to join and participate in, or to refrain from joining and participating in the Union. There shall be no interference, restraint, or coercion by the Employer or the Union against any employee because of membership or non-membership in the Union, or for exercising their rights under this Contract. 2.4 The Employer shall notify the Union of newly created classes and classification title changes on a quarterly basis. If the parties are unable to reach agreement as to the inclusion or exclusion of new classifications from the bargaining unit, they shall submit such classifications to the CIR for unit clarification. Newly created titles shall be assigned to the appropriate bargaining unit by the State Personnel Division. The parties shall meet to negotiate placement of these titles if the Union does not agree with the State Personnel Division's placement. All new classification titles and specifications shall be supplied to the Union as soon as finalized, but no later than ten days prior to the meeting.

  • Data Security Requirements Without limiting Contractor’s obligation of confidentiality as further described in this Contract, Contractor must establish, maintain, and enforce a data privacy program and an information and cyber security program, including safety, physical, and technical security and resiliency policies and procedures, that comply with the requirements set forth in this Contract and, to the extent such programs are consistent with and not less protective than the requirements set forth in this Contract and are at least equal to applicable best industry practices and standards (NIST 800-53).