Collateral and Security Agreements Sample Clauses

The Collateral and Security Agreements clause establishes the requirement for a party to provide assets or property as security for fulfilling its obligations under the contract. In practice, this clause details the types of collateral that must be pledged, such as real estate, equipment, or financial instruments, and outlines the procedures for perfecting and maintaining the security interest. Its core function is to protect the interests of the secured party by ensuring they have a legal claim to specific assets if the other party defaults, thereby reducing credit risk and encouraging compliance with contractual terms.
Collateral and Security Agreements. 86 SECTION 12.02.
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Collateral and Security Agreements. (a) To secure the due and punctual payment of the Obligations, the Company, the Owners and the Trustee have entered into the Intercreditor Agreement and have entered or, under the circumstances described in the Intercreditor Agreement, will enter, into the Security Agreements. The Trustee and the Company hereby acknowledge and agree that the Collateral Agent holds the Collateral in trust for the benefit of the Trustee and the Holders, in each case pursuant to the terms of the Security Agreements. Each Holder, by accepting a Security, shall be deemed to have agreed to all the terms and provisions of the Security Agreements. (b) As among the Holders, the Collateral shall be held for the equal and ratable benefit of such holders without preference, priority or distinction of any thereof over any other.
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Collateral and Security Agreements. (a) That certain Security Agreement (Parent) by and between the Company and ERF as agent for you and the Other Purchasers shall have been executed in substantially the form attached hereto as Exhibit F-1. (b) That certain Security Agreement (Subsidiary) by and between Party City Michigan, Inc., a Delaware corporation ("Party City Michigan"), and ERF as agent for you and the Other Purchasers shall have been executed in substantially the form attached hereto as Exhibit F-2 (the "Security Agreement (Subsidiary)"). (c) That certain Patent, Trademark and Copyright Assignment (Parent) by and between the Company and ERF as assignee for you and the Other Purchasers shall have been executed in substantially the form attached hereto as Exhibit F-3. (d) That certain Patent, Trademark and Copyright Assignment (Subsidiary) by and between Party City Michigan and ERF as assignee for you and the Other Purchasers shall have been executed in substantially the form attached hereto as Exhibit F-4. (e) That certain Collateral Assignment of Contract Rights (Franchise) by and between the Company and ERF as assignee for you and the Other Purchasers shall have been executed in substantially the form attached hereto as Exhibit F-5. (f) That certain Collateral Assignment of Contract Rights (Tomax) by and between Party City Michigan and ERF as assignee for you and the Other Purchasers shall have been executed in substantially the form attached hereto as Exhibit F-6. (g) That certain Guaranty Agreement by Party City Michigan in favor of ERF as agent for you and the Other Purchasers shall have been executed in substantially the form attached hereto as Exhibit F-7. (h) That certain Intercompany Subordination Agreement by and among the Company, Party City Michigan and ERF as agent for you and the Other Purchasers shall have been executed in substantially the form attached hereto as Exhibit F-8. (i) That certain Stock Pledge Agreement by and between the Company and ERF as agent for you and the Other Purchasers shall have been executed in substantially the form attached hereto as Exhibit F-9.
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Collateral and Security Agreements. (a) To secure the due and punctual payment of the Obligations, the Company, the Subsidiary Guarantors, the Pledgors and the Trustee have entered or, under the circumstances described in the Escrow Agreement, will enter, into the Security Agreements. The Trustee and the Company hereby acknowledge and agree that the Trustee holds the Collateral in trust for the benefit of the Trustee and the Holders, in each case pursuant to the terms of the Security Agreements. Each Holder, by accepting a Security, shall be deemed to have agreed to all the terms and provisions of the Security Agreements. (b) As among the Holders, the Mortgaged Collateral shall be held for the equal and ratable benefit of such Holders without preference, priority or distinction of any thereof over any other. (c) Each Holder, by accepting a Security, agrees to all of the terms and provisions of the Security Agreements, as the same may be amended from time to time pursuant to the provisions of the Security Agreements and this Indenture, and authorizes and directs the Trustee to perform its obligations and exercise its rights under the Security Agreements in accordance therewith; provided, however, that if any provisions of the Security Agreements limit, qualify or conflict with the duties imposed by the provisions of the TIA, the TIA will control.
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Collateral and Security Agreements. (a) To secure the due and punctual payment of the Obliga tions, the Company, the Subsidiary Guarantors, the Collateral Agent and the Trustee have entered or will enter, into the Security Agreements. The Trustee and the Company hereby acknowledge and agree that the Trustee or the Collateral Agent, as the case may be, holds the Collateral in trust for the benefit of the Trustee and the Holders, in each case pursuant to the terms of the Security Agreements. Each Holder, by accepting a Security, shall be deemed to have agreed to all the terms and provisions of the Security Agreements. (b) As set forth in the Security Agreements, the holders of Secured Debt (as such term is defined in the Collateral Agency Agreement) have rights in and to the Mortgaged Collateral that are prior to the rights of the Holders of the Securities. As among the Holders of the Securities, the Mortgaged Collateral shall be held for the equal and ratable benefit of such holders without preference, priority or distinction of any thereof over any other. (c) The Company, the Trustee, The Bank of New York, as lender, and the Collateral Agent have entered into the Collateral Agency Agreement. By their acceptance of the Securities, the Holders of the Securities shall be deemed (i) to have authorized the Trustee to enter into such Collateral Agency Agreement and (ii) to be bound thereby. The Trustee has appointed the Collateral Agent as its agent under the Collateral Agreement, and the Collateral Agent is thereby authorized to act on behalf of the Trustee, with full authority and powers of the Trustee thereunder.
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Collateral and Security Agreements. A security agreement among the Company, its domestic Subsidiaries and ▇▇▇▇▇▇▇▇▇▇ Capital Partners, LLC, as collateral agent for the holders of the Notes (in such capacity, together with its successors, if any, in such capacity, the "Collateral Agent"), shall have been executed and delivered to the Collateral Agent in substantially the form attached hereto as Exhibit C-1 (the "Security Agreement"). Mortgages or deeds of trust encumbering the Real Property Collateral by the Company and its domestic Subsidiaries for the benefit of the Collateral Agent shall have been executed and delivered to the Collateral Agent in substantially the form attached hereto as Exhibit C-2 (the "Mortgages"); each Mortgage shall be in proper form for recording in the jurisdiction in which the Real Property Collateral encumbered thereby is located; each Mortgage shall be a valid Lien upon the Real Property Collateral encumbered thereby that is prior and superior to all other Liens and encumbrances thereon other than Permitted Liens, and the Collateral Agent shall have received a policy of title insurance in form and substance and issued by a company satisfactory to the Collateral Agent relating to the foregoing. The Guaranty made by each of the Guarantors for the benefit of the holders of the Notes shall have been executed and delivered to you in substantially the form attached hereto as Exhibit C-3 (the "Guaranty").
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Collateral and Security Agreements. (a) To secure the due and punctual payment of the Obligations, the Company, the Subsidiary Guarantors, the Pledgors and the Trustee have entered, or will enter, into the Security Agreements. The Trustee and the Company hereby acknowledge and agree that the Trustee holds the Collateral in trust for the benefit of the Trustee and the Holders, in each case pursuant to the terms of the Security Agreements. Each Holder, by accepting a Security, shall be deemed to have agreed to all the terms and provisions of the Security Agreements. (b) As among the Holders, the Mortgaged Collateral shall be held for the equal and ratable benefit of such Holders without preference, priority or distinction of any thereof over any other. (c) Each Holder, by accepting a Security, agrees to all of the terms and provisions of the Security Agreements, as the same may be amended from time to time pursuant to the provisions of the Security Agreements and this Indenture, and authorizes and directs the Trustee to perform its obligations and exercise its rights under the Security Agreements in accordance therewith; provided, however, that if any provisions of the Security Agreements limit, qualify or conflict with the duties imposed by the provisions of the TIA, the TIA will control.
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Related to Collateral and Security Agreements

  • Collateral and Security Documents The due and punctual payment of the principal of, premium and interest on the Notes when and as the same shall be due and payable, whether on a Payment Date, at the Maturity Date, or by acceleration, repurchase, redemption or otherwise, and interest on the overdue principal of, premium and interest on the Notes to the Holders or the Indenture Trustee under this Indenture, the Notes and the other Security Documents, and all other amounts in respect of the Secured Obligations according to the terms hereunder or thereunder, shall be secured by a security interest in the Collateral as provided in the Security Documents, which define the terms of the Liens that secure the Secured Obligations. The Issuer hereby acknowledges and agrees that the Indenture Trustee holds the Collateral in trust for the benefit of the Holders, pursuant to the terms of the Security Documents. Each Holder, by accepting a Note, consents and agrees (subject to Section 4.11) to the terms of the Security Documents (including the provisions providing for the possession, use, release and foreclosure of Collateral) as the same may be in effect or may be amended from time to time in accordance with their respective terms and this Indenture, and authorizes and directs the Indenture Trustee to enter into the Security Documents and, subject to the provisions of this Indenture, to perform its obligations and exercise its rights thereunder in accordance herewith and therewith. The Issuer shall take any and all actions reasonably required to cause the Security Documents to create and maintain at all times, as security for the Secured Obligations of the Issuer hereunder, a valid and enforceable perfected Lien on all of the Collateral, in favor of the Indenture Trustee for the benefit of the Holders under the Security Documents. The Issuer hereby covenant (A) to perform and observe its obligations under the Security Documents and (B) take any and all commercially reasonable actions (including without limitation the covenants set forth in the Security Documents and in this Article 9) required to cause the Security Documents to create and maintain, as security for the Secured Obligations contained in this Indenture, the Notes and the other Security Documents, valid and enforceable, perfected (except as expressly provided herein or therein) security interests in and on all the Collateral, in favor of the Indenture Trustee, superior to and prior to the rights of all third Persons, and subject to no other Liens, in each case, except as expressly permitted herein or therein. The Issuer shall do or cause to be done, at its sole cost and expense, all such actions and things as may be necessary, or as may be required by the provisions of the Security Documents, to confirm to the Indenture Trustee the security interests in the Collateral contemplated hereby and by the Security Documents, as from time to time constituted, so as to render the Collateral available for the security and benefit of this Indenture and of the Notes secured hereby, according to the intent and purpose herein and therein expressed.

  • Collateral and Security Section 10.01.

  • Pledge and Security Agreement The security interest granted pursuant to this Agreement is granted in conjunction with the security interest granted to the Security Agent for the Secured Parties pursuant to the Pledge and Security Agreement, and the Grantors hereby acknowledge and affirm that the rights and remedies of the Security Agent with respect to the security interest in the Copyright Collateral made and granted hereby are more fully set forth in the Pledge and Security Agreement, the terms and provisions of which are incorporated by reference herein as if fully set forth herein. In the event that any provision of this Agreement is deemed to conflict with the Pledge and Security Agreement, the provisions of the Pledge and Security Agreement shall control.

  • Security Agreements On the Closing Date, (x) Holdings and the Borrower shall have duly authorized, executed and delivered the Security Agreement substantially in the form of Exhibit E (as amended, modified, restated and/or supplemented from time to time, the “Security Agreement”) covering all of Holdings’ and the Borrower’s present and future Collateral referred to therein (including, as applicable, by reference to the Perfection Certificate) (the “Security Agreement Collateral”) and (y) Borrower and Holdings shall have duly authorized, executed and delivered the Perfection Certificate and shall have delivered the following: (i) proper financing statements (Form UCC-1 or the equivalent) authorized for filing under the UCC or other appropriate filing offices of each jurisdiction and, in the case of the Borrower, filings with the United States Patent and Trademark Office and United States Copyright Office, in each case, as may be reasonably necessary or desirable to perfect the security interests purported to be created by the Security Agreement and as set forth on Schedule 6 to the Perfection Certificate; (ii) all stock certificates or Instruments (as defined in the Security Agreement), if any, representing or evidencing the Security Agreement Collateral (to the extent required by the Security Agreement) accompanied by instruments of transfer and stock powers undated and endorsed in blank; and (iii) certified copies, each of a recent date, of (x) requests for information or copies (Form UCC-1), or equivalent reports as of a recent date, listing all effective financing statements that name Holdings or the Borrower as debtor and that are filed in the jurisdictions referred to in clause (i) above, together with copies of such other financing statements that name Holdings or the Borrower as debtor (none of which shall cover any of the Collateral except to the extent evidencing Permitted Liens or to the extent such financing statements will be terminated as contemplated by Section 6.05), (y) United States Patent and Trademark Office and United States Copyright Office searches reasonably requested by the Administrative Agent and (z) reports as of a recent date listing all effective tax and judgment liens with respect to Holdings or the Borrower in each jurisdiction as the Administrative Agent may reasonably require.

  • Guarantee and Security Agreement The Guarantee and Security Agreement, duly executed and delivered by each of the parties to the Guarantee and Security Agreement.