CHARGE AND ASSIGNMENT Sample Clauses
The Charge and Assignment clause establishes the right of one party to grant a security interest (charge) over certain assets and to transfer (assign) rights or obligations under the agreement to another party. In practice, this clause typically outlines the specific assets or rights that may be charged as collateral and sets conditions or restrictions on when and how assignments can occur, such as requiring prior written consent from the other party. Its core function is to clarify the parties’ ability to use contractual rights as security and to control the transfer of interests, thereby protecting both parties from unauthorized assignments or unexpected changes in obligations.
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CHARGE AND ASSIGNMENT. In consideration of the Facility being made available by the Junior Lender to the Borrower upon the terms and conditions of the AES Loan Agreement, the Borrower with full title guarantee assigns and grants to the Junior Lender a third-priority security interest in absolutely all the Borrower's right, title, interest and benefit in and to the Insurances upon the terms herein set out as a continuing security for the due and punctual payment of the Junior Secured Indebtedness and the due and punctual performance and observance by the Borrower of all other obligations of the Borrower contained in the AES Loan Agreement or any Subordinated Security Document to which it is a party. THIS ASSIGNMENT IS SUBORDINATE IN RIGHT TO THE CHARGES CREATED TO SECURE THE OBLIGATIONS OF THE BORROWER UNDER THE SENIOR LOAN AGREEMENT, AND THE ENFORCEMENT OF THIS ASSIGNMENT SHALL BE LIMITED IN ACCORDANCE WITH THE PROVISIONS OF THE SENIOR SUBORDINATION AGREEMENT AND THE PRIORITY DEED.
CHARGE AND ASSIGNMENT. The Chargor (as legal and beneficial owner) hereby charges to the Chargee for the benefit of itself, the Trustee and the Holders of the Notes by way of first fixed charge the Charged Account as continuing security for the payment or discharge of the Note Obligations.
CHARGE AND ASSIGNMENT. Subject to clause 8 (Excluded Assets) of the Security Agreement and without prejudice to the generality of clause 2(a) (Accession), [the/each] Acceding Company with full title guarantee, charges and assigns (and agrees to charge and assign) to the Collateral Agent for the payment and discharge of the Secured Obligations, all its right, title and interest in and to the property, assets and undertaking owned by it or in which it has an interest, on the terms set out in clauses 1.7 (Obligations secured by this Deed), 3 (Grant of Security), 4 (Fixed Security), 5 (Floating Charge) and 6 (Grant of license) of the Security Agreement including (without limiting the generality of the foregoing):
CHARGE AND ASSIGNMENT. Without prejudice to the generality of Clause 2(a) (Accession), [the/each] Acceding Company with full title guarantee, charges and assigns (and agrees to charge and assign) to the Security Agent for the payment and discharge of the Secured Obligations, all its right, title and interest in and to the property, assets and undertaking owned by it or in which it has an interest, on the terms set out in Clauses 3 (Grant of security), 4 (Fixed security) and 5 (Floating charge) of the Debenture including (without limiting the generality of the foregoing):
(i) by way of first legal mortgage all the freehold and leasehold Real Property [(other than any Short Leasehold Property)] (if any) vested in or charged to the Acceding Company (including, without limitation, the property specified [against its name] in part 1 of Schedule 2 (Details Of Security Assets) (if any));
(ii) by way of first fixed charge:
(A) all the Charged Securities (including, without limitation, those specified [against its name] in part 2 of Schedule 2 (Details Of Security Assets) (if any)); together with
(B) all Related Rights from time to time accruing to them;
(iii) by way of first fixed charge each of its [Cash Collateral Accounts and its other accounts (other than any Trust Accounts) with any bank or financial institution at any time (including, without limitation, those specified [against its name] in part 3 of Schedule 2 (Details Of Security Assets)) and all monies at any time standing to the credit of such accounts;
(iv) by way of first fixed charge all Intellectual Property (including, without limitation, the Intellectual Property specified [against its name] in part 4 of Schedule 2 (Details Of Security Assets));
(v) by way of absolute assignment the Relevant Contracts (including, without limitation, those specified [against its name] in part 5 of Schedule 2 (Details Of Security Assets) (if any)), all rights and remedies in connection with the Relevant Contracts and all proceeds and claims arising from them; and
(vi) by way of absolute assignment the Insurances (including, without limitation, those specified [against its name] in part 6 of Schedule 2 (Details Of Security Assets)), all claims under the Insurances and all proceeds of the Insurances.
CHARGE AND ASSIGNMENT. 4 4 FLOATING CHARGE.................................................................................... 6 5 FURTHER ASSURANCE.................................................................................. 8 6 PERFORMANCE, RELEASE AND REGISTRATION.............................................................. 8 7 PROPERTIES......................................................................................... 9 8 LEASES............................................................................................. 11 9 RECEIVABLES AND BANK ACCOUNTS...................................................................... 12
CHARGE AND ASSIGNMENT. (a) In consideration of the Lenders agreeing to make the Facility available to the Borrower upon the terms and conditions of the Facility Agreement and as a continuing security for the due and punctual performance and discharge of the Secured Obligations, each of the Borrower and Assignors, as beneficial owner, hereby mortgages, charges and agrees to charge in favour of the Security Trustee as trustee for the benefit of the Finance Parties by way of first legal charge, the Collateral.
(b) Each of the Borrower and Assignors as beneficial owner hereby assigns to the Security Trustee and the Finance Parties and each of them all of their respective rights, title and interest in and to the Collateral, present and future, in and to the Collateral.
CHARGE AND ASSIGNMENT. In consideration of the Facility being made available by the Lenders to the Borrower upon the terms and conditions of the Loan Agreement, the Borrower with full title guarantee charges to the Agent by way of first fixed charge and assigns to the Agent absolutely by way of mortgage the Charged Account and all its right, title, interest and benefit therein and thereto as a continuing security for the due and punctual payment of the Secured Indebtedness and the due and punctual
CHARGE AND ASSIGNMENT. (a) Subject always to the Senior Security, the Company HEREBY CHARGES in favour of the Chargee as security for the payment and discharge of the Secured Indebtedness:
(i) by way of fixed charge all present and future fixtures, plant, machinery, vehicles, furniture, furnishings, fixtures, goods, assets, merchandise, consumables, products computers, and other office tools, equipment and appliances and the benefit of all contracts and warranties relating to the same in which the Company now or at any time during the continuance of this Security has an interest (including but not limited to those listed on the Schedule); and
(ii) by way of floating charge all raw materials, stock- in-trade, work-in-progress and inventory of the Company from time to time and all other undertaking, property and assets, both present and future of the Company, including those comprised in the property, assets and undertaking of the Company described in Sub-clause (i) above if and insofar as the charge on such property, assets and undertaking or on any part or parts thereof shall for any reason be ineffective as a fixed charge.
(b) The Charges may at any time by notice to the Company convert the floating charge hereby created into a fixed charge as regards such Charged Assets as may be specified (whether generally or specifically) in such notice.
2.2 This Security is a continuing security and shall remain in force notwithstanding any intermediate payment or settlement of account or other matter whatsoever and is in addition to and shall not merge into or otherwise prejudice or affect any guarantee, Encumbrance or other right or remedy now or hereafter held by or available to the Chargee and shall not be in any way prejudiced or affected thereby or by the invalidity