Collateral. 8.1. This Section shall be applicable if the Collateral is expressly indicated among other information about the Claim in the Portal. 8.2. The Loan Originator along with the Claim shall not transfer to the Assignee all rights related thereto and existing at the moment of the assignment arising from the Collateral. The Assignee understands that by assignment of the Claim security interest incorporated in the Collateral is not re-registered in favour of the Assignee and remains registered in favour of the Loan Originator. 8.3. The Loan Originator handles all matters related to Collateral, including the registration, amending and cancellation of mortgages and commercial pledges, including submits and receives all necessary documents in the respective pledge registers. 8.4. The Assignee understands and agrees that the Loan Originator during the validity term of the Agreement without a prior coordination with the Assignee may make any amendments or sign any additional agreements to the Collateral documentation. The Assignee shall recognize such amendments to Collateral documents or additional agreements as binding and not make any complaints in this regard. The Loan Originator undertakes by making amendments or signing additional agreements to the Collateral documents to act in the interests of the Assignee with due care. 8.5. The Loan Originator shall keep all Collateral documentation and originals of the documents related to the registration of the pledge, including the land register certificate and the deed of commercial pledge registration. The Assignee understands and is informed that the Loan Originator has an obligation to ensure the confidentiality of the Borrowers’ personal data, therefore the Loan Originator shall not issue the documents related to the registration of pledge or their derivatives to the Assignee. 8.6. The Loan Originator by fulfilling the task provided by the Assignee pursuant to the Agreement has the right to sell the Collateral or a part thereof pursuant to the Collateral documentation. 8.7. The Assignee has an obligation immediately, but not later than within 5 (five) Business Days from the receipt of Mintos or the Loan Originator’s request to provide Mintos or the Loan Originator with all necessary authority, consents and permits for Mintos or the Loan Originator to be able to execute the rights and obligations specified in the Agreement. 8.8. The Assignee understands and is informed that Mintos and the Loan Originator are not obliged to disclose to the Assignee the information and/or documents related to the enforcement of the Collateral (if any) and/or other debt collection proceedings against the Borrower. The Assignee shall not make any complaints against Mintos, the Loan Originator and the Borrower in this regard.
Appears in 4 contracts
Sources: Assignment Agreement, Assignment Agreement, Assignment Agreement
Collateral. 8.1. This Section shall be applicable if Borrower has good title to, has rights in, and the power to transfer each item of the Collateral is expressly indicated among upon which it purports to ▇▇▇▇▇ ▇ ▇▇▇▇ hereunder, free and clear of any and all Liens except Permitted Liens. Borrower has no deposit accounts other information about than the Claim deposit accounts with Bank, the deposit accounts, if any described in the Portal.
8.2Perfection Certificate delivered to Bank in connection herewith, or of which Borrower has given Bank notice and taken such actions as are necessary to give Bank a perfected security interest therein. The Loan Originator along with the Claim shall not transfer to the Assignee all rights related thereto and Accounts are bona fide, existing at the moment obligations of the assignment arising from the CollateralAccount Debtors. The Assignee understands that by assignment of the Claim security interest incorporated in the Collateral is not re-registered in favour the possession of any third party bailee (such as a warehouse) except as otherwise provided in the Perfection Certificate. None of the Assignee and remains registered in favour of the Loan Originator.
8.3. The Loan Originator handles all matters related to Collateral, including the registration, amending and cancellation of mortgages and commercial pledges, including submits and receives all necessary documents in the respective pledge registers.
8.4. The Assignee understands and agrees that the Loan Originator during the validity term of the Agreement without a prior coordination with the Assignee may make any amendments or sign any additional agreements to the Collateral documentation. The Assignee shall recognize such amendments to Collateral documents or additional agreements as binding and not make any complaints in this regard. The Loan Originator undertakes by making amendments or signing additional agreements to the Collateral documents to act in the interests of the Assignee with due care.
8.5. The Loan Originator shall keep all Collateral documentation and originals of the documents related to the registration of the pledge, including the land register certificate and the deed of commercial pledge registration. The Assignee understands and is informed that the Loan Originator has an obligation to ensure the confidentiality of the Borrowers’ personal data, therefore the Loan Originator shall not issue the documents related to the registration of pledge or their derivatives to the Assignee.
8.6. The Loan Originator by fulfilling the task provided by the Assignee pursuant to the Agreement has the right to sell the Collateral or a part thereof pursuant to the Collateral documentation.
8.7. The Assignee has an obligation immediately, but not later than within 5 (five) Business Days from the receipt of Mintos or the Loan Originator’s request to provide Mintos or the Loan Originator with all necessary authority, consents and permits for Mintos or the Loan Originator to be able to execute the rights and obligations specified in the Agreement.
8.8. The Assignee understands and is informed that Mintos and the Loan Originator are not obliged to disclose to the Assignee the information and/or documents related to the enforcement components of the Collateral (if any) and/or shall be maintained at locations other debt collection proceedings against than as provided in the Perfection Certificate or as permitted pursuant to Section 7.2. In the event that Borrower, after the date hereof, intends to store or otherwise deliver any portion of the Collateral with an aggregate value in excess of $50,000 to a bailee, and such bailee and Bank are not already parties to a bailee agreement covering both the Collateral and the location where the Collateral will be stored, then Borrower will first receive the written consent of Bank and such bailee must execute and deliver a bailee agreement in form and substance satisfactory to Bank in its sole discretion. The Assignee provisions of this paragraph shall not make apply to Demonstration Systems delivered to Borrower’s customers or prospective customers in the ordinary course of business. All Inventory is in all material respects of good and marketable quality, free from material defects. Borrower is the sole owner of the Intellectual Property which it owns or purports to own except for (a) non-exclusive licenses granted to its customers in the ordinary course of business, (b) over-the-counter software that is commercially available to the public, and (c) material Intellectual Property licensed to Borrower and noted on the Perfection Certificate. Each Patent which it owns or purports to own and which is material to Borrower’s business, taken as a whole, is valid and enforceable, and no part of the Intellectual Property which Borrower owns or purports to own and which is material to Borrower’s business, taken as a whole, has been judged invalid or unenforceable, in whole or in part. To the best of Borrower’s knowledge, no claim has been made that any complaints against Mintospart of the Intellectual Property violates the rights of any third party except to the extent such claim would not have a material adverse effect on Borrower’s business, taken as a whole. Except as noted on the Loan Originator and the Perfection Certificate, Borrower in this regardis not a party to, nor is it bound by, any Restricted License.
Appears in 4 contracts
Sources: Subordinated Loan and Security Agreement (Mavenir Systems Inc), Senior Loan and Security Agreement (Mavenir Systems Inc), Subordinated Loan and Security Agreement (Mavenir Systems Inc)
Collateral. 8.16.1.1 Borrower will, on demand of CNB, make available to CNB, shipping and delivery receipts evidencing the shipment of the goods which gave rise to an Account; completion certificates or other proof of the satisfactory performance of services which gave rise to an Account; a copy of the invoice for each Account; and Borrower’s copy of any written contract or order from which an Account arose. This Section shall Unless previously requested by Borrower in writing to return such documents, CNB will be applicable if authorized to destroy any such documentation six (6) months after its receipt by CNB;
6.1.2 Borrower will advise CNB within ten (10) days whenever an Account Debtor refuses to retain, or returns, any goods from the sale of which an Account arose, when the sale exceeds $50,000.00;
6.1.3 Upon the occurrence and during the continuance of an Event of Default, Borrower will give CNB, upon request, specific assignments of Accounts after they come into existence, and schedules of Accounts, the form and content of such assignments and schedules to be satisfactory to CNB; but, despite this provision for express assignments to CNB, CNB will have a continuing security interest in all Accounts irrespective of whether some Accounts are omitted from such assignments or whether any assignments are ever given; and Borrower will execute and deliver to CNB any instrument, document, financing statement, assignment or other writing which CNB may deem necessary or desirable to carry out on the terms of this Agreement, to perfect CNB’s security interest in the Accounts, and any other Collateral is expressly indicated for the Obligations, or to enable CNB to enforce its security interest in any of the foregoing;
6.1.4 Borrower will maintain, in accord with sound accounting practices, accurate records and books of account showing, among other things, all Inventory and Accounts, the proceeds of the sale or other disposition thereof and the collections therefrom. Borrower will not change the accounting method used to determine Borrower’s Inventory cost without CNB’s prior written approval. Borrower will permit representative(s) of CNB, at any reasonable time, to inspect, audit, examine and make extracts or copies from all books, records and other data relating to the Collateral, to inspect any of Borrower’s properties and to confirm balances due on Accounts by direct inquiry to Account Debtors, and will give CNB, promptly upon request, all information about regarding the Claim business or finances of Borrower reasonably requested by CNB;
6.1.5 Borrower will, if requested by CNB, ▇▇▇▇ its records concerning its Inventory and Accounts in a manner satisfactory to CNB to show CNB’s security interest therein;
6.1.6 Borrower will, if requested by CNB, provide CNB with a current physical count of its Inventory in the Portal.manner specified by CNB;
8.2. The Loan Originator along 6.1.7 Borrower will, if requested by CNB, endorse to the order of and deliver to CNB any negotiable instrument accepted by Borrower in lieu of payment in accord with the Claim shall not transfer to original terms of sale;
6.1.8 Borrower will pay CNB, upon demand, the Assignee all rights related thereto and existing at the moment of the assignment arising from the Collateral. The Assignee understands that by assignment of the Claim security interest incorporated in the Collateral is not re-registered in favour of the Assignee and remains registered in favour of the Loan Originator.
8.3. The Loan Originator handles all matters related to Collateralcost, including the registration, amending and cancellation of mortgages and commercial pledges, including submits and receives all necessary documents in the respective pledge registers.
8.4. The Assignee understands and agrees that the Loan Originator during the validity term of the Agreement without a prior coordination with the Assignee may make any amendments or sign any additional agreements to the Collateral documentation. The Assignee shall recognize such amendments to Collateral documents or additional agreements as binding and not make any complaints in this regard. The Loan Originator undertakes by making amendments or signing additional agreements to the Collateral documents to act in the interests of the Assignee with due care.
8.5. The Loan Originator shall keep all Collateral documentation and originals of the documents related to the registration of the pledge, including the land register certificate and the deed of commercial pledge registration. The Assignee understands and is informed that the Loan Originator has an obligation to ensure the confidentiality of the Borrowers’ personal data, therefore the Loan Originator shall not issue the documents related to the registration of pledge or their derivatives to the Assignee.
8.6. The Loan Originator by fulfilling the task provided by the Assignee pursuant to the Agreement has the right to sell the Collateral or a part thereof pursuant to the Collateral documentation.
8.7. The Assignee has an obligation immediatelyincluding, but not later than within 5 limited to reasonable attorneys’ fees and expenses (fivewhich counsel may be CNB employees) Business Days from expended or incurred by CNB (or allocable to CNB’s in-house counsel) during the receipt continuance of Mintos an Event of Default in the collection or the Loan Originator’s request to provide Mintos enforcement of any Accounts or the Loan Originator other Collateral if CNB itself undertakes such collection or enforcement, together with all necessary authoritytaxes, consents charges and permits for Mintos expenses of every kind or description paid or incurred by CNB under or with respect to loans hereunder or any Collateral therefor and Borrower authorizes CNB to charge the same to any deposit account of Borrower or Borrower’s Loan Originator Account maintained with CNB;
6.1.9 Borrower will promptly notify CNB of any occurrence or discovery of any event which would cause or has caused a previously Eligible Account to be able to execute become ineligible;
6.1.10 Borrower will maintain the rights tangible Collateral in good condition (ordinary wear and obligations specified in the Agreement.
8.8. The Assignee understands tear excepted) and is informed that Mintos promptly notify CNB of any event causing material loss or reduction of value of Collateral and the Loan Originator are not obliged to disclose to the Assignee the information and/or documents related to the enforcement amount of such loss or reduction; and
6.1.11 Borrower will, upon request by CNB, but in no event less than once every six (6) months, supply CNB with a current list of the Collateral (if any) and/or other debt collection proceedings against the Borrower. The Assignee shall not make any complaints against Mintos, the Loan Originator names and the Borrower in this regardaddresses of all Account Debtors.
Appears in 3 contracts
Sources: Credit and Security Agreement (RealD Inc.), Credit and Security Agreement (RealD Inc.), Credit and Security Agreement (RealD Inc.)
Collateral. 8.1(a) Borrower has good title to the Collateral, free of Liens except Permitted Liens. This Section shall be applicable if Borrower has no deposit account other than the Collateral is expressly indicated among other information about the Claim deposit accounts with Bank and deposit accounts described in the PortalPerfection Certificate delivered to Bank in connection herewith or as disclosed to Bank pursuant to Section 6.8(b), other than deposit accounts not required to be disclosed pursuant to Section 6.8(b). The Accounts are bona fide, existing obligations of the Account Debtors.
8.2. (b) The Loan Originator along with the Claim shall not transfer to the Assignee all rights related thereto and existing at the moment of the assignment arising from the Collateral. The Assignee understands that by assignment of the Claim security interest incorporated in the Collateral is not re-registered in favour the possession of any third party bailee (such as a warehouse), except for Permitted Locations. None of the Assignee and remains registered in favour components of the Loan Originator.
8.3Collateral with an aggregate value in excess of $500,000 shall be maintained at locations other than Permitted Locations or as permitted pursuant to Section 7.2. The Loan Originator handles all matters related In the event that Borrower, after the date hereof, intends to Collateral, including the registration, amending and cancellation of mortgages and commercial pledges, including submits and receives all necessary documents in the respective pledge registers.
8.4. The Assignee understands and agrees that the Loan Originator during the validity term store or otherwise deliver any portion of the Agreement without Collateral with an aggregate value in excess of $500,000 to any one or more bailees, then Borrower shall, promptly upon Bank’s request therefor, use commercially reasonable efforts to deliver to Bank a prior coordination bailee agreement (in form and substance satisfactory to Bank in its good faith business judgment) duly executed by such bailee. In the event that Bank requests such a bailee agreement and Borrower uses such efforts but does not succeed in delivering such a bailee agreement, Bank may (in its good faith business judgment) maintain a Reserve with the Assignee may make any amendments or sign any additional agreements respect to the Collateral documentationlocated with such bailee.
(c) With respect to any leased premises of Borrower at which Collateral with an aggregate value of more than $500,000 is located, Borrower shall, promptly upon Bank’s request therefor, use commercially reasonable efforts to deliver to Bank a landlord agreement (in form and substance satisfactory to Bank in its good faith business judgment) duly executed by the lessor of such leased premises. The Assignee Without limiting the generality of the foregoing, Borrower shall recognize use such amendments efforts to Collateral documents obtain from the applicable landlord, no later than 60 days following the Effective Date, landlord agreements (in form and substance satisfactory to Bank) duly executed by such landlords in favor of Bank in respect of the following leased locations of Borrower: (1) ▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇; (2) ▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇ ▇. (▇ ▇▇▇▇▇▇▇▇), ▇▇▇▇▇, ▇▇ ▇▇▇▇▇; and (3) ▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇ ▇., ▇▇▇▇▇ ▇▇▇ (▇ ▇▇▇▇▇▇▇▇), ▇▇▇▇▇, ▇▇ ▇▇▇▇▇. In the event that Bank requests such a landlord agreement and Borrower uses such efforts but does not succeed in delivering such a landlord agreement, Bank may (in its good faith business judgment) maintain a Reserve with respect to such leased premises.
(d) All Inventory is in all material respects of good and marketable quality, free from material defects, except for Inventory for which adequate reserves are maintained in accordance with GAAP.
(e) Borrower is the sole owner of its intellectual property, except for (i) non-exclusive licenses granted by Borrower as licensor to third-parties, and (ii) such intellectual property as is licensed by Borrower as a licensee. Each patent owned by Borrower that is material to Borrower’s business is valid and enforceable, and, to Borrower’s knowledge, no part of the intellectual property that is material to Borrower’s business has been judged invalid or additional agreements as binding unenforceable, in whole or in part, and not make to Borrower’s knowledge, no claim has been made that any complaints part of the intellectual property that is material to Borrower’s business violates, in this regard. The Loan Originator undertakes by making amendments or signing additional agreements any material respect, the rights of any third party, except to the Collateral documents extent such claim could not reasonably be expected to act result in a Material Adverse Change.
(f) Except as noted on the interests Perfection Certificate (or as disclosed to Bank in written updates of the Assignee Perfection Certificate with due care.
8.5. The Loan Originator shall keep all Collateral documentation and originals of the documents related respect to the registration of following), Borrower is not a party to, nor is bound by, any material license or other agreement with respect to which Borrower is the pledge, including the land register certificate and the deed of commercial pledge registration. The Assignee understands and is informed that the Loan Originator has an obligation to ensure the confidentiality of the Borrowers’ personal data, therefore the Loan Originator shall not issue the documents related licensee (other than over-the-counter or shrink-wrap software licenses generally available to the registration public) relating to any material product lines of pledge Borrower or their derivatives Guarantor (i) that prohibits or otherwise restricts Borrower from granting a security interest in Borrower’s interest in such license or agreement or any other property (to the Assignee.
8.6. The Loan Originator by fulfilling the task provided by the Assignee pursuant to the Agreement has the extent such prohibition is enforceable), or (ii) for which a default under or termination of could interfere in any material respect with Bank’s right to sell the Collateral any Collateral. Borrower shall provide written notice to Bank within thirty (30) days of entering or becoming bound by any such license or agreement which is reasonably likely to have a part thereof pursuant material impact on Borrower’s business or financial condition (other than over-the-counter software that is commercially available to the Collateral documentation.
8.7public). The Assignee has an obligation immediatelyUpon Bank’s request, but not later than within 5 Borrower shall use commercially reasonable efforts to promptly obtain the consent of, or waiver by, any person whose consent or waiver is necessary for (fivex) Business Days from the receipt of Mintos all such licenses or the Loan Originator’s request to provide Mintos or the Loan Originator with all necessary authority, consents and permits for Mintos or the Loan Originator agreements to be able deemed “Collateral” and for Bank to execute have a security interest in the same that is otherwise restricted or prohibited by law or by the terms of any such license or agreement, whether now existing or entered into in the future, and (y) Bank to have the ability in the event of a liquidation of any Collateral to dispose of such Collateral in accordance with Bank’s rights and obligations specified in the Agreement.
8.8. The Assignee understands and is informed that Mintos remedies under this Agreement and the other Loan Originator are not obliged to disclose to the Assignee the information and/or documents related to the enforcement Documents. If Borrower is unsuccessful in obtaining any such consent or waiver requested by Bank, then Borrower shall notify Bank in writing of the Collateral (if any) and/or other debt collection proceedings against the Borrower. The Assignee shall not make any complaints against Mintos, the Loan Originator and the Borrower in this regardsame.
Appears in 3 contracts
Sources: Loan and Security Agreement, Loan and Security Agreement (Zhone Technologies Inc), Loan and Security Agreement (Zhone Technologies Inc)
Collateral. 8.1. This Section shall be applicable if Borrower has good title to, has rights in, and the power to transfer each item of the Collateral is expressly indicated among upon which it purports to ▇▇▇▇▇ ▇ ▇▇▇▇ hereunder, free and clear of any and all Liens except Permitted Liens. Borrower has no deposit accounts other information about than the Claim deposit accounts with Bank, the deposit accounts, if any described in the Portal.
8.2Perfection Certificate delivered to Bank in connection herewith, or of which Borrower has given Bank notice and taken such actions as are necessary to give Bank a perfected security interest therein. The Loan Originator along with the Claim shall not transfer to the Assignee all rights related thereto and Accounts are bona fide, existing at the moment obligations of the assignment arising from the CollateralAccount Debtors. The Assignee understands that by assignment of the Claim security interest incorporated in the Collateral is not re-registered in favour the possession of any third party bailee (such as a warehouse) except as otherwise provided in the Perfection Certificate. None of the Assignee and remains registered in favour of the Loan Originator.
8.3. The Loan Originator handles all matters related to Collateral, including the registration, amending and cancellation of mortgages and commercial pledges, including submits and receives all necessary documents in the respective pledge registers.
8.4. The Assignee understands and agrees that the Loan Originator during the validity term of the Agreement without a prior coordination with the Assignee may make any amendments or sign any additional agreements to the Collateral documentation. The Assignee shall recognize such amendments to Collateral documents or additional agreements as binding and not make any complaints in this regard. The Loan Originator undertakes by making amendments or signing additional agreements to the Collateral documents to act in the interests of the Assignee with due care.
8.5. The Loan Originator shall keep all Collateral documentation and originals of the documents related to the registration of the pledge, including the land register certificate and the deed of commercial pledge registration. The Assignee understands and is informed that the Loan Originator has an obligation to ensure the confidentiality of the Borrowers’ personal data, therefore the Loan Originator shall not issue the documents related to the registration of pledge or their derivatives to the Assignee.
8.6. The Loan Originator by fulfilling the task provided by the Assignee pursuant to the Agreement has the right to sell the Collateral or a part thereof pursuant to the Collateral documentation.
8.7. The Assignee has an obligation immediately, but not later than within 5 (five) Business Days from the receipt of Mintos or the Loan Originator’s request to provide Mintos or the Loan Originator with all necessary authority, consents and permits for Mintos or the Loan Originator to be able to execute the rights and obligations specified in the Agreement.
8.8. The Assignee understands and is informed that Mintos and the Loan Originator are not obliged to disclose to the Assignee the information and/or documents related to the enforcement components of the Collateral shall be maintained at locations other than as provided in the Perfection Certificate or as permitted pursuant to Section 7.2. In the event that Borrower, after the date hereof, intends to store or otherwise deliver any portion of the Collateral to a bailee, then Borrower will first receive the written consent of Bank and such bailee must execute and deliver a bailee agreement in form and substance satisfactory to Bank in its sole discretion. All Inventory is in all material respects of good and marketable quality, free from material defects, except normal and customary quality issues occurring in the ordinary course of business, in amounts consistent with past practices. Borrower is the sole owner of the Intellectual Property which it owns or purports to own except for (if anya) and/or other debt collection proceedings against non-exclusive licenses granted to its customers in the ordinary course of business, (b) over-the-counter software that is commercially available to the public, and (c) material Intellectual Property licensed to Borrower and noted on the Perfection Certificate. Each Patent which it owns or purports to own and which is material to Borrower’s business is valid and enforceable, and no part of the Intellectual Property which Borrower owns or purports to own and which is material to Borrower’s business has been judged invalid or unenforceable, in whole or in part, except to the extent in each of the above such invalidity or unenforceability would not have a material adverse effect on Borrower’s business, taken as a whole. The Assignee shall To the best of Borrower’s knowledge, no claim has been made that any part of the Intellectual Property violates the rights of any third party except to the extent such claim would not make any complaints against Mintoshave a material adverse effect on Borrower’s business, the Loan Originator and the Borrower in this regardtaken as a whole.
Appears in 3 contracts
Sources: Loan and Security Agreement (Aspen Aerogels Inc), Loan and Security Agreement (Aspen Aerogels Inc), Loan and Security Agreement (Aspen Aerogels Inc)
Collateral. 8.1. This Section shall be applicable if (a) Borrower has good title to, has rights in, and the power to transfer each item of the Collateral is expressly indicated among upon which it purports to ▇▇▇▇▇ ▇ ▇▇▇▇ under the Loan Documents, free and clear of any and all Liens except Permitted Liens, and Borrower does not have any Deposit Accounts, Securities Accounts, Commodity Accounts or other information about investment accounts other than the Claim Collateral Accounts or the other investment accounts, if any, described in the PortalPerfection Certificate delivered to Collateral Agent in connection herewith with respect of which Borrower has given Collateral Agent notice and taken such actions as are necessary to give Collateral Agent a perfected security interest therein. The Accounts are bona fide, existing obligations of the Account Debtors.
8.2. The Loan Originator along with (b) On the Claim shall not transfer to the Assignee all rights related thereto and existing at the moment of the assignment arising from the Collateral. The Assignee understands that by assignment of the Claim security interest incorporated in Effective Date, the Collateral is not re-registered in favour the possession of any third party bailee (such as a warehouse) except as disclosed in the Perfection Certificate or as permitted pursuant to Section 7.2, and, as of the Assignee and remains registered in favour Effective Date, no such third party bailee possesses components of the Loan OriginatorCollateral in excess of Fifty Thousand Dollars ($50,000). None of the components of the Collateral shall be maintained at locations other than as disclosed in the Perfection Certificate on the Effective Date or as permitted pursuant to Section 7.2. In the event that Borrower, after the Effective Date, intends to store or otherwise deliver any portion of the Collateral to a bailee in excess of Fifty Thousand Dollars ($50,000), then Borrower will first receive the written consent of Collateral Agent and such bailee must execute and deliver a bailee agreement in form and substance reasonably satisfactory to Collateral Agent.
8.3. The Loan Originator handles (c) All Inventory is in all matters related material respects of good and marketable quality, free from material defects.
(d) Borrower is the sole owner of the Intellectual Property it purports to Collateralown, including the registration, amending and cancellation of mortgages and commercial pledges, including submits and receives all necessary documents except for (i) non-exclusive licenses granted to its customers in the respective pledge registers.
8.4. The Assignee understands ordinary course of business and agrees that licenses for the Loan Originator during the validity term use of the Agreement without Intellectual Property of Borrower or its Subsidiaries that are approved by Borrower’s Board of Directors and which could not result in a prior coordination with legal transfer of title of the Assignee licensed property but that may make any amendments or sign any additional agreements be exclusive in respects other than territory and that may be exclusive as to territory only as to discrete geographical areas outside of the United States, (ii) over-the-counter software that is commercially available to the Collateral documentationpublic, and (iii) material Intellectual Property licensed to Borrower and noted on the Perfection Certificate. The Assignee shall recognize such amendments to Collateral documents To the best of Borrower’s knowledge (i) each of Borrower’s patents is valid and enforceable and no part of Borrower’s Intellectual Property has been judged invalid or additional agreements as binding unenforceable, in whole or in part, and not make (ii) no claim has been made that any complaints in this regard. The Loan Originator undertakes part of the Intellectual Property or any practice by making amendments or signing additional agreements Borrower violates the rights of any third party except to the extent such claim could not reasonably be expected to have a material adverse effect on Borrower’s business. Except as noted on the Perfection Certificate, Borrower is not a party to, nor is bound by, any material license or other agreement with respect to which Borrower is the licensee that (i) prohibits or otherwise restricts Borrower from granting a security interest in Borrower’s interest in such license or agreement or any other property, or (ii) for which a default under or termination of which could interfere with Collateral documents to act in the interests of the Assignee with due care.
8.5. The Loan Originator shall keep all Collateral documentation and originals of the documents related to the registration of the pledge, including the land register certificate and the deed of commercial pledge registration. The Assignee understands and is informed that the Loan Originator has an obligation to ensure the confidentiality of the Borrowers’ personal data, therefore the Loan Originator shall not issue the documents related to the registration of pledge or their derivatives to the Assignee.
8.6. The Loan Originator by fulfilling the task provided by the Assignee pursuant to the Agreement has the Agent’s right to sell the any Collateral. Borrower shall provide written notice to Collateral Agent within ten (10) days of entering into or a part thereof pursuant becoming bound by any license or agreement (other than over-the-counter software that is commercially available to the public). Borrower shall take such commercially reasonable steps as Collateral documentation.
8.7. The Assignee has an obligation immediatelyAgent requests to obtain the consent of, but not later than within 5 or waiver by, any Person whose consent or waiver is necessary for (fivei) Business Days from the receipt of Mintos all licenses or the Loan Originator’s request to provide Mintos or the Loan Originator with all necessary authority, consents and permits for Mintos or the Loan Originator agreements to be able deemed “Collateral” and for Collateral Agent to execute have a security interest in it that might otherwise be restricted or prohibited by law or by the terms of any such license or agreement, whether now existing or entered into in the future, and (ii) Collateral Agent to have the ability in the event of a liquidation of any Collateral to dispose of such Collateral in accordance with Collateral Agent’s rights and obligations specified remedies under this Agreement and the other Loan Documents. Without limiting the foregoing, Borrower shall, within one hundred eighty (180) days of the Effective Date, take such commercially reasonable steps to obtain the consent of, or waiver by, the licensors under the licenses identified on Annex I (attached to Exhibit A hereto) for such licenses to be deemed “Collateral” and for Collateral Agent to have a security interest therein. For greater certainty, failure of Borrower to obtain the consent or waiver described in the Agreement.
8.8. The Assignee understands and is informed that Mintos and the Loan Originator are not obliged to disclose to the Assignee the information and/or documents related to the enforcement of the Collateral (if any) and/or other debt collection proceedings against the Borrower. The Assignee immediately preceding sentences, after taking such commercially reasonable steps, shall not make any complaints against Mintos, the Loan Originator and the Borrower in this regardconstitute an Event of Default.
Appears in 3 contracts
Sources: Loan and Security Agreement (Sophiris Bio Inc.), Loan and Security Agreement (Sophiris Bio Inc.), Loan and Security Agreement (Sophiris Bio Inc.)
Collateral. 8.1Each Borrower has good title to the Collateral, free of Liens except Permitted Liens. This Section As of the Effective Date, each Borrower has no deposit account other than (a) the deposit accounts with Union Bank of California specified in the Union Bank Control Agreement, (b) the deposit accounts described in the Perfection Certificate delivered to Bank in connection herewith and (c) other deposit accounts located in the United States so long as the aggregate cash balances contained therein do not exceed $25,000 per account or $100,000 in the aggregate with respect to all such accounts. The Collateral is not in the possession of any third party bailee (such as a warehouse). Except as hereafter disclosed to Bank in writing by Borrowers, none of the components of the Collateral shall be applicable if maintained at locations other than as provided in the Perfection Certificate. In the event that any Borrower, after the date hereof, intends to store or otherwise deliver any material portion of the Collateral to a bailee, then such Borrower will first receive the written consent of Bank and such bailee must acknowledge in writing that the bailee is expressly indicated among other information about holding such Collateral for the Claim benefit of Bank. All Inventory is in all material respects of good and marketable quality, free from material defects. Each Borrower is the sole owner of its Intellectual Property, except for non-exclusive licenses granted to its customers in the Portal.
8.2ordinary course of business. The Loan Originator along with Each Patent is valid and enforceable and no part of the Claim shall not transfer Intellectual Property has been judged invalid or unenforceable, in whole or in part, and to the Assignee all rights related thereto and existing at the moment best of each Borrower’s knowledge, no claim has been made that any part of the assignment arising Intellectual Property violates the rights of any third party. Except as noted on the Perfection Certificate, no Borrower is a party to, nor is bound by, any material license or other agreement with respect to which such Borrower is the licensee that prohibits or otherwise restricts such Borrower from granting a security interest in such Borrower’s interest in such license or agreement or any other property. Each Borrower shall provide written notice to Bank within ten (10) days of entering or becoming bound by any such license or agreement which is reasonably likely to have a material impact on such Borrower’s business or financial condition (other than over-the-counter software that is commercially available to the public). Each Borrower shall take such steps as Bank requests to obtain the consent of, or waiver by, any person whose consent or waiver is necessary for all such licenses or contract rights to be deemed “Collateral. The Assignee understands ” and for Bank to have a security interest in it that might otherwise be restricted or prohibited by law or by the terms of any such license or agreement (such consent or authorization may include a licensor’s agreement to a contingent assignment of the Claim security interest incorporated license to Bank if Bank determines that is necessary in its good faith judgment), whether now existing or entered into in the Collateral is not re-registered in favour of the Assignee and remains registered in favour of the Loan Originatorfuture.
8.3. The Loan Originator handles all matters related to Collateral, including the registration, amending and cancellation of mortgages and commercial pledges, including submits and receives all necessary documents in the respective pledge registers.
8.4. The Assignee understands and agrees that the Loan Originator during the validity term of the Agreement without a prior coordination with the Assignee may make any amendments or sign any additional agreements to the Collateral documentation. The Assignee shall recognize such amendments to Collateral documents or additional agreements as binding and not make any complaints in this regard. The Loan Originator undertakes by making amendments or signing additional agreements to the Collateral documents to act in the interests of the Assignee with due care.
8.5. The Loan Originator shall keep all Collateral documentation and originals of the documents related to the registration of the pledge, including the land register certificate and the deed of commercial pledge registration. The Assignee understands and is informed that the Loan Originator has an obligation to ensure the confidentiality of the Borrowers’ personal data, therefore the Loan Originator shall not issue the documents related to the registration of pledge or their derivatives to the Assignee.
8.6. The Loan Originator by fulfilling the task provided by the Assignee pursuant to the Agreement has the right to sell the Collateral or a part thereof pursuant to the Collateral documentation.
8.7. The Assignee has an obligation immediately, but not later than within 5 (five) Business Days from the receipt of Mintos or the Loan Originator’s request to provide Mintos or the Loan Originator with all necessary authority, consents and permits for Mintos or the Loan Originator to be able to execute the rights and obligations specified in the Agreement.
8.8. The Assignee understands and is informed that Mintos and the Loan Originator are not obliged to disclose to the Assignee the information and/or documents related to the enforcement of the Collateral (if any) and/or other debt collection proceedings against the Borrower. The Assignee shall not make any complaints against Mintos, the Loan Originator and the Borrower in this regard.
Appears in 3 contracts
Sources: Loan and Security Agreement (Ultra Clean Holdings Inc), Loan and Security Agreement (Ultra Clean Holdings Inc), Loan and Security Agreement (Ultra Clean Holdings Inc)
Collateral. 8.1. This Section shall be applicable if Borrower has good title, has rights in, and the power to transfer each item of the Collateral is expressly indicated among upon which it purports to ▇▇▇▇▇ ▇ ▇▇▇▇ hereunder, free and clear of any and all Liens except Permitted Liens. Borrower has no deposit accounts other information about than the Claim deposit accounts with Bank, the deposit accounts, if any, described in the Portal.
8.2Perfection Certificate delivered to Bank in connection herewith, or of which Borrower has given Bank notice and taken such actions as are necessary to give Bank a perfected security interest therein. The Loan Originator along with the Claim shall not transfer to the Assignee all rights related thereto and Accounts are bona fide, existing at the moment obligations of the assignment arising from the CollateralAccount Debtors. The Assignee understands that by assignment of the Claim security interest incorporated in the Collateral is not re-registered in favour the possession of any third party bailee (such as a warehouse) except as otherwise provided in the Perfection Certificate. None of the Assignee and remains registered in favour components of the Loan Originator.
8.3. The Loan Originator handles all matters related to Collateral, including the registration, amending and cancellation of mortgages and commercial pledges, including submits and receives all necessary documents Collateral shall be maintained at locations other than as provided in the respective pledge registers.
8.4Perfection Certificate or as permitted pursuant to Section 7.2. The Assignee understands and agrees In the event that Borrower, after the Loan Originator during the validity term date hereof, intends to store or otherwise deliver any portion of the Agreement without Collateral to a prior coordination bailee, then Borrower will first receive the written consent of Bank and such bailee must execute and deliver a bailee agreement in form and substance satisfactory to Bank in its reasonable discretion. Borrower is the sole owner of its intellectual property, except for non-exclusive licenses granted to its customers in the ordinary course of business. Each patent is valid and enforceable, and no part of the intellectual property has been judged invalid or unenforceable, in whole or in part, and to the best of Borrower’s knowledge, no claim has been made that any part of the intellectual property violates the rights of any third party except to the extent such claim could not reasonably be expected to have a material adverse effect on Borrower’s business. Except as noted on the Perfection Certificate, Borrower is not a party to, nor is bound by, any material license or other agreement with respect to which Borrower is the licensee (a) that prohibits or otherwise restricts Borrower from granting a security interest in Borrower’s interest in such license or agreement or any other property, or (b) for which a default under or termination of could interfere with the Assignee may make any amendments or sign any additional agreements to the Collateral documentation. The Assignee shall recognize such amendments to Collateral documents or additional agreements as binding and not make any complaints in this regard. The Loan Originator undertakes by making amendments or signing additional agreements to the Collateral documents to act in the interests of the Assignee with due care.
8.5. The Loan Originator shall keep all Collateral documentation and originals of the documents related to the registration of the pledge, including the land register certificate and the deed of commercial pledge registration. The Assignee understands and is informed that the Loan Originator has an obligation to ensure the confidentiality of the Borrowers’ personal data, therefore the Loan Originator shall not issue the documents related to the registration of pledge or their derivatives to the Assignee.
8.6. The Loan Originator by fulfilling the task provided by the Assignee pursuant to the Agreement has the Bank’s right to sell any Collateral. Without prior consent from Bank, Borrower shall not enter into, or become bound by, any such license or agreement which is reasonably likely to have a material impact on Borrower’s business or financial condition. Borrower shall take such reasonable steps as Bank requests to obtain the Collateral consent of, or a part thereof pursuant to the Collateral documentation.
8.7. The Assignee has an obligation immediatelywaiver by, but not later than within 5 (five) Business Days from the receipt of Mintos any person whose consent or the Loan Originator’s request to provide Mintos waiver is necessary for all such licenses or the Loan Originator with all necessary authority, consents and permits for Mintos or the Loan Originator contract rights to be able deemed “Collateral” and for Bank to execute have a security interest in it that might otherwise be restricted or prohibited by law or by the rights and obligations specified terms of any such license or agreement, whether now existing or entered into in the Agreementfuture.
8.8. The Assignee understands and is informed that Mintos and the Loan Originator are not obliged to disclose to the Assignee the information and/or documents related to the enforcement of the Collateral (if any) and/or other debt collection proceedings against the Borrower. The Assignee shall not make any complaints against Mintos, the Loan Originator and the Borrower in this regard.
Appears in 2 contracts
Sources: Loan and Security Agreement (Forescout Technologies, Inc), Loan and Security Agreement (Forescout Technologies, Inc)
Collateral. 8.1US Borrower has good title to the Collateral, free of Liens except Permitted Liens. This Section Borrower has no deposit account other than the deposit accounts with Bank. The Collateral is not in the possession of any third party bailee (such as a warehouse). Except as hereafter disclosed to Bank in writing by US Borrower, none of the components of the Collateral shall be applicable if maintained at locations other than as provided in the Perfection Certificate. In the event that US Borrower, after the date hereof, intends to store or otherwise deliver any portion of the Collateral to a bailee, then US Borrower will first receive the written consent of Bank and such bailee must acknowledge in writing that the bailee is expressly indicated among other information about holding such Collateral for the Claim benefit of Bank. All Net Inventory is in all material respects of good and marketable quality, free from material defects. Borrower is the sole owner of its Intellectual Property, except for non-exclusive licenses granted to its customers in the Portal.
8.2ordinary course of business. The Loan Originator along with Each Patent is valid and enforceable and no part of the Claim shall not transfer Intellectual Property has been judged invalid or unenforceable, in whole or in part, and to the Assignee all rights related thereto and existing at the moment best of Borrower’s knowledge, no claim has been made that any part of the assignment arising Intellectual Property violates the rights of any third party except to the extent such claim could not reasonably be expected to have a material adverse effect on Borrower’s business. Except as noted on the Perfection Certificate, US Borrower is not a party to, nor is bound by, any license or other agreement with respect to which Borrower is the licensee that prohibits or otherwise restricts Borrower from granting a security interest in Borrower’s interest in such license or agreement or any other property. Borrower shall provide written notice to Bank within ten (10) days of entering or becoming bound by any such license or agreement which is reasonably likely to have a material impact on Borrower’s business or financial condition (other than over-the-counter software that is commercially available to the public). Borrower shall take such steps as Bank requests to obtain the consent of, or waiver by, any person whose consent or waiver is necessary for all such licenses or contract rights to be deemed “Collateral. The Assignee understands ” and for Bank to have a security interest in it that might otherwise be restricted or prohibited by law or by the terms of any such license or agreement (such consent or authorization may include a licensor’s agreement to a contingent assignment of the Claim security interest incorporated license to Bank if Bank determines that is necessary in its good faith judgment), whether now existing or entered into in the Collateral is not re-registered in favour of the Assignee and remains registered in favour of the Loan Originatorfuture.
8.3. The Loan Originator handles all matters related to Collateral, including the registration, amending and cancellation of mortgages and commercial pledges, including submits and receives all necessary documents in the respective pledge registers.
8.4. The Assignee understands and agrees that the Loan Originator during the validity term of the Agreement without a prior coordination with the Assignee may make any amendments or sign any additional agreements to the Collateral documentation. The Assignee shall recognize such amendments to Collateral documents or additional agreements as binding and not make any complaints in this regard. The Loan Originator undertakes by making amendments or signing additional agreements to the Collateral documents to act in the interests of the Assignee with due care.
8.5. The Loan Originator shall keep all Collateral documentation and originals of the documents related to the registration of the pledge, including the land register certificate and the deed of commercial pledge registration. The Assignee understands and is informed that the Loan Originator has an obligation to ensure the confidentiality of the Borrowers’ personal data, therefore the Loan Originator shall not issue the documents related to the registration of pledge or their derivatives to the Assignee.
8.6. The Loan Originator by fulfilling the task provided by the Assignee pursuant to the Agreement has the right to sell the Collateral or a part thereof pursuant to the Collateral documentation.
8.7. The Assignee has an obligation immediately, but not later than within 5 (five) Business Days from the receipt of Mintos or the Loan Originator’s request to provide Mintos or the Loan Originator with all necessary authority, consents and permits for Mintos or the Loan Originator to be able to execute the rights and obligations specified in the Agreement.
8.8. The Assignee understands and is informed that Mintos and the Loan Originator are not obliged to disclose to the Assignee the information and/or documents related to the enforcement of the Collateral (if any) and/or other debt collection proceedings against the Borrower. The Assignee shall not make any complaints against Mintos, the Loan Originator and the Borrower in this regard.
Appears in 2 contracts
Sources: Loan and Security Agreement (Airspan Networks Inc), Loan and Security Agreement (Airspan Networks Inc)
Collateral. 8.1. This Section shall be applicable if Borrower has good title, has rights in, and the power to transfer each item of the Collateral is expressly indicated among upon which it purports to ▇▇▇▇▇ ▇ ▇▇▇▇ hereunder, free and clear of any and all Liens except Permitted Liens. Borrower has no deposit accounts other information about than the Claim deposit accounts with Bank, the deposit accounts, if any, described in the Portal.
8.2Perfection Certificate delivered to Bank in connection herewith, or of which Borrower has given Bank notice and taken such actions as are necessary to give Bank a perfected security interest therein. To Borrower’s knowledge (provided, however, such knowledge qualifier shall not apply to Eligible Accounts which are Financed Receivables), the Accounts are bona fide, existing obligations of the Account Debtors. The Loan Originator along with the Claim shall not transfer to the Assignee all rights related thereto and existing at the moment of the assignment arising from the Collateral. The Assignee understands that by assignment of the Claim security interest incorporated in the Collateral is not re-registered in favour the possession of any third party bailee (such as a warehouse) except as otherwise provided in the Perfection Certificate or as otherwise permitted under this Agreement. None of the Assignee and remains registered in favour components of the Loan Originator.
8.3. The Loan Originator handles all matters related to Collateral, including the registration, amending and cancellation Collateral with a value in excess of mortgages and commercial pledges, including submits and receives all necessary documents One Hundred Fifty Thousand Dollars ($150,000.00) in the respective pledge registers.
8.4aggregate shall be maintained at locations other than as provided in the Perfection Certificate or as Borrower has given Bank notice pursuant to Section 7.2. The Assignee understands and agrees In the event that Borrower, after the Loan Originator during the validity term date hereof, intends to store or otherwise deliver any portion of the Agreement without Collateral with a prior coordination value in excess of One Hundred Fifty Thousand Dollars ($150,000.00) in the aggregate to a bailee other than those listed on the Perfection Certificate, then Borrower will first receive the written consent of Bank and such bailee must execute and deliver a bailee agreement in form and substance satisfactory to Bank in its reasonable discretion. All Inventory is in all material respects of good and marketable quality, free from material defects. Borrower is the sole owner of its intellectual property, except for non-exclusive licenses granted to its customers in the ordinary course of business. Each patent that is material to Borrower’s business is valid and enforceable, and no part of the intellectual property that is material to Borrower’s business has been judged invalid or unenforceable, in whole or in part, and to the best of Borrower’s knowledge, no claim has been made that any part of the intellectual property violates the rights of any third party except to the extent such claim could not reasonably be expected to have a material adverse effect on Borrower’s business. Except as noted on the Perfection Certificate, Borrower is not a party to, nor is bound by, any material license or other agreement with respect to which Borrower is the licensee (a) that prohibits or otherwise restricts Borrower from granting a security interest in Borrower’s interest in such license or agreement or any other property, or (b) for which a default under or termination of could interfere with the Assignee may make any amendments or sign any additional agreements to the Collateral documentation. The Assignee shall recognize such amendments to Collateral documents or additional agreements as binding and not make any complaints in this regard. The Loan Originator undertakes by making amendments or signing additional agreements to the Collateral documents to act in the interests of the Assignee with due care.
8.5. The Loan Originator shall keep all Collateral documentation and originals of the documents related to the registration of the pledge, including the land register certificate and the deed of commercial pledge registration. The Assignee understands and is informed that the Loan Originator has an obligation to ensure the confidentiality of the Borrowers’ personal data, therefore the Loan Originator shall not issue the documents related to the registration of pledge or their derivatives to the Assignee.
8.6. The Loan Originator by fulfilling the task provided by the Assignee pursuant to the Agreement has the Bank’s right to sell the Collateral any Collateral. Borrower shall provide written notice to Bank within ten (10) days of entering or a part thereof pursuant becoming bound by any such license or agreement (other than over-the-counter software that is commercially available to the Collateral documentation.
8.7public). The Assignee has an obligation immediatelyBorrower shall take such steps as Bank requests to obtain the consent of, but not later than within 5 (five) Business Days from the receipt of Mintos or the Loan Originator’s request to provide Mintos waiver by, any person whose consent or the Loan Originator with waiver is necessary for all necessary authority, consents and permits for Mintos such licenses or the Loan Originator contract rights to be able deemed “Collateral” and for Bank to execute have a security interest in it that might otherwise be restricted or prohibited by law or by the rights and obligations specified terms of any such license or agreement, whether now existing or entered into in the Agreementfuture.
8.8. The Assignee understands and is informed that Mintos and the Loan Originator are not obliged to disclose to the Assignee the information and/or documents related to the enforcement of the Collateral (if any) and/or other debt collection proceedings against the Borrower. The Assignee shall not make any complaints against Mintos, the Loan Originator and the Borrower in this regard.
Appears in 2 contracts
Sources: Loan and Security Agreement (Cyoptics Inc), Loan and Security Agreement (Cyoptics Inc)
Collateral. 8.1Borrower has good title to the Collateral, free of Liens except Permitted Liens. This Section Borrower has no deposit account other than the deposit accounts with Bank and deposit accounts described in the Perfection Certificate delivered to Bank in connection herewith or of which Borrower has given Bank notice (any such notice shall be applicable if deemed to automatically update the Collateral is expressly indicated among other information about the Claim disclosure regarding deposit accounts in the Portal.
8.2Perfection Certificate) and taken such actions as are necessary to give Bank a perfected security interest therein, pursuant to documentation reasonably acceptable to Bank. The Loan Originator along with the Claim shall not transfer to the Assignee all rights related thereto and Accounts are bona fide, existing at the moment obligations of the assignment arising from the CollateralAccount Debtors. The Assignee understands that by assignment Except for any Inventory with third party contract manufacturers or customers outside of the Claim security interest incorporated in United States, the Collateral is not re-registered in favour the possession of any third party bailee (such as a warehouse) except as otherwise provided in the Perfection Certificate or as permitted pursuant to Section 7.2 (such notice shall be deemed to automatically update such disclosure in the Perfection Certificate). None of the Assignee and remains registered in favour components of the Loan Originator.
8.3. The Loan Originator handles all matters related to Collateral, including the registration, amending and cancellation of mortgages and commercial pledges, including submits and receives all necessary documents Collateral shall be maintained at locations other than (i) as provided in the respective pledge registers.
8.4. The Assignee understands Perfection Certificate, (ii) as permitted pursuant to Section 7.2 (any such notice shall be deemed to automatically update such disclosure in the Perfection Certificate) or (iii) and agrees that the Loan Originator during the validity term with respect to Inventory, with third party contract manufacturers or customers outside of the Agreement without a prior coordination with United States or in transit. In the Assignee may make event that Borrower, after the date hereof, intends to store or otherwise deliver any amendments or sign any additional agreements to the Collateral documentation. The Assignee shall recognize such amendments to Collateral documents or additional agreements as binding and not make any complaints in this regard. The Loan Originator undertakes by making amendments or signing additional agreements to the Collateral documents to act in the interests of the Assignee with due care.
8.5. The Loan Originator shall keep all Collateral documentation and originals of the documents related to the registration of the pledge, including the land register certificate and the deed of commercial pledge registration. The Assignee understands and is informed that the Loan Originator has an obligation to ensure the confidentiality of the Borrowers’ personal data, therefore the Loan Originator shall not issue the documents related to the registration of pledge or their derivatives to the Assignee.
8.6. The Loan Originator by fulfilling the task provided by the Assignee pursuant to the Agreement has the right to sell the Collateral or a part thereof pursuant to the Collateral documentation.
8.7. The Assignee has an obligation immediately, but not later than within 5 (five) Business Days from the receipt of Mintos or the Loan Originator’s request to provide Mintos or the Loan Originator with all necessary authority, consents and permits for Mintos or the Loan Originator to be able to execute the rights and obligations specified in the Agreement.
8.8. The Assignee understands and is informed that Mintos and the Loan Originator are not obliged to disclose to the Assignee the information and/or documents related to the enforcement portion of the Collateral (if anyother than Inventory with third party contract manufacturers or customers outside of the United States) and/or other debt collection proceedings against to a bailee, then Borrower will first receive the Borrowerwritten consent of Bank and such bailee must execute and deliver a bailee agreement in form and substance satisfactory to Bank in its sole discretion. The Assignee shall not make any complaints against MintosAll Inventory is in all material respects of good and marketable quality, the Loan Originator and the Borrower in this regardfree from material defects.
Appears in 2 contracts
Sources: Loan and Security Agreement, Loan and Security Agreement (Iwatt Inc)
Collateral. 8.1Borrower has good title to, has rights in, and the power to transfer each item of the Collateral upon which it purports to ▇▇▇▇▇ ▇ ▇▇▇▇ hereunder, free and clear of any and all Liens except Permitted Liens. This Section Borrower has no deposit accounts other than the deposit accounts with Bank, the deposit accounts, if any, described in the Perfection Certificate delivered to Bank in connection herewith, or of which Borrower has given Bank notice and taken such actions as are necessary to give Bank a perfected security interest therein. The Accounts are bona fide, existing obligations of the Account Debtors. The Collateral is not in the possession of any third party bailee (such as a warehouse) except as otherwise provided in the Perfection Certificate. None of the components of the Collateral shall be applicable if maintained at locations other than as provided in the Perfection Certificate or as Borrower has given Bank notice pursuant to Section 7.2. In the event that Borrower, after the date hereof, intends to store or otherwise deliver any portion of the Collateral to a bailee, then Borrower will first receive the written consent of Bank and such bailee must execute and deliver a bailee agreement in form and substance satisfactory to Bank in its sole discretion. All Inventory is expressly indicated among in all material respects of good and marketable quality, free from material defects. Except as noted on the Perfection Certificate, Borrower is not a party to, nor is bound by, any material license or other information about agreement with respect to which Borrower is the Claim licensee that prohibits or otherwise restricts Borrower from granting a security interest in the Portal.
8.2Borrower’s interest in such license or agreement or any other property. The Loan Originator along with the Claim Borrower shall not transfer provide written notice to Bank within ten ( 10) days of entering or becoming bound by any such license or agreement which is reasonably likely to have a material impact on Borrower’s business or financial condition (other than over-the-counter software that is commercially available to the Assignee public). Borrower shall take such steps as Bank reasonably requests to obtain the consent of, or waiver by, any person whose consent or waiver is necessary for all such licenses or contract rights related thereto to be deemed “Collateral” and existing at for Bank to have a security interest in it that might otherwise be restricted or prohibited by law or by the moment terms of the assignment arising from the Collateral. The Assignee understands that by any such license or agreement (such consent or authorization may include a licensor’s agreement to a contingent assignment of the Claim security interest incorporated license to Bank if Bank determines that is necessary in its good faith judgment), whether now existing or entered into in the Collateral is not re-registered in favour of the Assignee and remains registered in favour of the Loan Originatorfuture.
8.3. The Loan Originator handles all matters related to Collateral, including the registration, amending and cancellation of mortgages and commercial pledges, including submits and receives all necessary documents in the respective pledge registers.
8.4. The Assignee understands and agrees that the Loan Originator during the validity term of the Agreement without a prior coordination with the Assignee may make any amendments or sign any additional agreements to the Collateral documentation. The Assignee shall recognize such amendments to Collateral documents or additional agreements as binding and not make any complaints in this regard. The Loan Originator undertakes by making amendments or signing additional agreements to the Collateral documents to act in the interests of the Assignee with due care.
8.5. The Loan Originator shall keep all Collateral documentation and originals of the documents related to the registration of the pledge, including the land register certificate and the deed of commercial pledge registration. The Assignee understands and is informed that the Loan Originator has an obligation to ensure the confidentiality of the Borrowers’ personal data, therefore the Loan Originator shall not issue the documents related to the registration of pledge or their derivatives to the Assignee.
8.6. The Loan Originator by fulfilling the task provided by the Assignee pursuant to the Agreement has the right to sell the Collateral or a part thereof pursuant to the Collateral documentation.
8.7. The Assignee has an obligation immediately, but not later than within 5 (five) Business Days from the receipt of Mintos or the Loan Originator’s request to provide Mintos or the Loan Originator with all necessary authority, consents and permits for Mintos or the Loan Originator to be able to execute the rights and obligations specified in the Agreement.
8.8. The Assignee understands and is informed that Mintos and the Loan Originator are not obliged to disclose to the Assignee the information and/or documents related to the enforcement of the Collateral (if any) and/or other debt collection proceedings against the Borrower. The Assignee shall not make any complaints against Mintos, the Loan Originator and the Borrower in this regard.
Appears in 2 contracts
Sources: Loan and Security Agreement (Tremor Video Inc.), Loan and Security Agreement (Tremor Video Inc.)
Collateral. 8.1. This Section shall be applicable if Borrower has good title to, has rights in, and the power to transfer each item of the Collateral is expressly indicated among upon which it purports to ▇▇▇▇▇ ▇ ▇▇▇▇ hereunder, free and clear of any and all Liens except Permitted Liens. Borrower has no deposit accounts other information about than the Claim deposit accounts with Bank, the deposit accounts, if any, described in the Portal.
8.2Perfection Certificate delivered to Bank in connection herewith, or of which Borrower has given Bank notice and taken such actions as are necessary to give Bank a perfected security interest therein. The Loan Originator along with the Claim shall not transfer to the Assignee all rights related thereto and Accounts are bona fide, existing at the moment obligations of the assignment arising from the CollateralAccount Debtors. The Assignee understands that by assignment of the Claim security interest incorporated in the Collateral is not re-registered in favour the possession of any third party bailee (such as a warehouse) except as otherwise provided in the Perfection Certificate. None of the Assignee and remains registered in favour components of the Loan Originator.
8.3. The Loan Originator handles all matters related to Collateral, including the registration, amending and cancellation of mortgages and commercial pledges, including submits and receives all necessary documents Collateral shall be maintained at locations other than as provided in the respective pledge registers.
8.4Perfection Certificate or as permitted pursuant to Section 7.2. The Assignee understands and agrees In the event that Borrower, after the Loan Originator during the validity term date hereof, intends to store or otherwise deliver any portion of the Agreement without Collateral to a prior coordination bailee, then Borrower will first receive the written consent of Bank and such bailee must execute and deliver a bailee agreement in form and substance satisfactory to Bank in its sole discretion. Except as noted on the Perfection Certificate, Borrower is not a party to, nor is bound by, any material license or other agreement with respect to which Borrower is the licensee (a) that prohibits or otherwise restricts Borrower from granting a security interest in Borrower’s interest in such license or agreement or any other property, or (b) for which a default under or termination of could interfere with the Assignee may make any amendments or sign any additional agreements to the Collateral documentation. The Assignee shall recognize such amendments to Collateral documents or additional agreements as binding and not make any complaints in this regard. The Loan Originator undertakes by making amendments or signing additional agreements to the Collateral documents to act in the interests of the Assignee with due care.
8.5. The Loan Originator shall keep all Collateral documentation and originals of the documents related to the registration of the pledge, including the land register certificate and the deed of commercial pledge registration. The Assignee understands and is informed that the Loan Originator has an obligation to ensure the confidentiality of the Borrowers’ personal data, therefore the Loan Originator shall not issue the documents related to the registration of pledge or their derivatives to the Assignee.
8.6. The Loan Originator by fulfilling the task provided by the Assignee pursuant to the Agreement has the Bank’s right to sell the Collateral any Collateral. Borrower shall provide written notice to Bank within ten (10) days of entering or a part thereof pursuant becoming bound by any such license or agreement (other than over-the-counter software that is commercially available to the Collateral documentation.
8.7public). The Assignee has an obligation immediatelyBorrower shall take such steps as Bank requests to obtain the consent of, but not later than within 5 or waiver by, any person whose consent or waiver is necessary for (fivex) Business Days from the receipt of Mintos all such licenses or the Loan Originator’s request to provide Mintos or the Loan Originator with all necessary authority, consents and permits for Mintos or the Loan Originator agreements to be able deemed “Collateral” and for Bank to execute have a security interest in it that might otherwise be restricted or prohibited by law or by the terms of any such license or agreement, whether now existing or entered into in the future, and (y) Bank to have the ability in the event of a liquidation of any Collateral to dispose of such Collateral in accordance with Bank’s rights and obligations specified in the Agreement.
8.8. The Assignee understands and is informed that Mintos remedies under this Agreement and the other Loan Originator are not obliged to disclose to Documents.” and inserting in lieu thereof the Assignee the information and/or documents related to the enforcement of the Collateral (if any) and/or other debt collection proceedings against the Borrower. The Assignee shall not make any complaints against Mintos, the Loan Originator and the Borrower in this regard.following:
Appears in 2 contracts
Sources: Loan Modification Agreement (Bridgeline Software, Inc.), Loan Modification Agreement (Bridgeline Software, Inc.)
Collateral. 8.1Borrower has good title to the Collateral, free of Liens except Permitted Liens. This Section shall be applicable if Borrower has no deposit account other than the Collateral is expressly indicated among other information about the Claim deposit accounts with Bank and deposit accounts described in the Portal.
8.2Perfection Certificate delivered to Bank in connection herewith or of which Borrower has given Bank notice and taken such actions as are necessary to give Bank a perfected security interest therein, pursuant to documentation reasonably acceptable to Bank. The Loan Originator along with the Claim shall not transfer to the Assignee all rights related thereto and existing at the moment of the assignment arising from the Collateral. The Assignee understands that by assignment of the Claim security interest incorporated in the Collateral is not re-registered in favour the possession of any third party bailee (such as a warehouse) other than OneSource Distributors (from whom the Bank is not requiring a written acknowledgment that it is holding Collateral for the benefit of Bank). Except as hereafter disclosed to Bank in writing by Borrower, none of the Assignee and remains registered in favour components of the Loan Originator.
8.3. The Loan Originator handles all matters related to Collateral, including the registration, amending and cancellation of mortgages and commercial pledges, including submits and receives all necessary documents Collateral shall be maintained at locations other than as provided in the respective pledge registers.
8.4Perfection Certificate. The Assignee understands In the event that Borrower, after the date hereof, intends to store or otherwise deliver any portion of the Collateral to a bailee, then Borrower will first receive the written consent of Bank and agrees such bailee must acknowledge in writing that the Loan Originator during bailee is holding such Collateral for the validity term benefit of Bank. For the purposes hereof, xChange Point sites do not constitute a bailee. All Inventory is in all material respects of good and marketable quality, free from material defects. Borrower is the sole owner of its Intellectual Property, except for non-exclusive licenses granted to its customers in the ordinary course of business. Each patent is valid and enforceable and no part of the Agreement without Intellectual Property has been judged invalid or unenforceable, in whole or in part, and to the best of Borrower’s knowledge, no claim has been made that any part of the Intellectual Property violates the rights of any third party except to the extent such claim could not reasonably be expected to cause a prior coordination Material Adverse Change. Except as noted on the Perfection Certificate, Borrower is not a party to, nor is bound by, any material license or other agreement with respect to which Borrower is the licensee (a) that prohibits or otherwise restricts Borrower from granting a security interest in Borrower’s interest in such license or agreement or any other property, or (b) for which a default under or termination of could interfere with the Assignee may make any amendments or sign any additional agreements to the Collateral documentation. The Assignee shall recognize such amendments to Collateral documents or additional agreements as binding and not make any complaints in this regard. The Loan Originator undertakes by making amendments or signing additional agreements to the Collateral documents to act in the interests of the Assignee with due care.
8.5. The Loan Originator shall keep all Collateral documentation and originals of the documents related to the registration of the pledge, including the land register certificate and the deed of commercial pledge registration. The Assignee understands and is informed that the Loan Originator has an obligation to ensure the confidentiality of the Borrowers’ personal data, therefore the Loan Originator shall not issue the documents related to the registration of pledge or their derivatives to the Assignee.
8.6. The Loan Originator by fulfilling the task provided by the Assignee pursuant to the Agreement has the Bank’s right to sell the Collateral any Collateral. Borrower shall provide written notice to Bank within thirty days of entering or a part thereof pursuant becoming bound by any such license or agreement (other than over-the-counter software that is commercially available to the Collateral documentation.
8.7public). The Assignee has an obligation immediatelyBorrower shall take such steps as Bank requests to obtain the consent of, but not later than within 5 or waiver by, any person whose consent or waiver is necessary for (fivex) Business Days from the receipt of Mintos all such licenses or the Loan Originator’s request to provide Mintos or the Loan Originator with all necessary authority, consents and permits for Mintos or the Loan Originator agreements to be able deemed “Collateral” and for Bank to execute have a security interest in the same that might otherwise be restricted or prohibited by law or by the terms of any such license or agreement, whether now existing or entered into in the future, and (y) Bank to have the ability in the event of a liquidation of any Collateral to dispose of such Collateral in accordance with Bank’s rights and obligations specified in the Agreement.
8.8. The Assignee understands and is informed that Mintos remedies under this Agreement and the other Loan Originator are not obliged to disclose to the Assignee the information and/or documents related to the enforcement of the Collateral (if any) and/or other debt collection proceedings against the Borrower. The Assignee shall not make any complaints against Mintos, the Loan Originator and the Borrower in this regardDocuments.
Appears in 2 contracts
Sources: Loan and Security Agreement (Energy & Power Solutions, Inc.), Loan and Security Agreement (Energy & Power Solutions, Inc.)
Collateral. 8.1. This Section shall be applicable if (a) Borrower and each of its Subsidiaries have good title to, have rights in, and the power to transfer each item of the Collateral is expressly indicated among upon which it purports to ▇▇▇▇▇ ▇ ▇▇▇▇ under the Loan Documents, free and clear of any and all Liens except Permitted Liens, and neither Borrower nor any of its Subsidiaries have any Deposit Accounts, Securities Accounts, Commodity Accounts or other information about investment accounts other than the Claim Collateral Accounts or the other investment accounts, if any, described in the PortalPerfection Certificates delivered to Collateral Agent in connection herewith with respect of which Borrower or such Subsidiary has given Collateral Agent notice and taken such actions as are necessary to give Collateral Agent a perfected security interest therein. The Accounts are bona fide, existing obligations of the Account Debtors.
8.2. The Loan Originator along with (b) On the Claim shall not transfer to Effective Date, and except as disclosed on the Assignee all rights related thereto and existing at the moment of the assignment arising from the Collateral. The Assignee understands that by assignment of the Claim security interest incorporated in Perfection Certificate (i) the Collateral is not re-registered in favour the possession of any third party bailee (such as a warehouse), and (ii) no such third party bailee possesses components of the Assignee and remains registered Collateral in favour excess of Two Hundred Fifty Thousand Dollars ($250,000.00). None of the Loan Originatorcomponents of the Collateral shall be maintained at locations other than as disclosed in the Perfection Certificates on the Effective Date or as permitted pursuant to Section 6.11.
8.3. The Loan Originator handles (c) All Inventory is in all matters related to Collateralmaterial respects of good and marketable quality, including the registration, amending and cancellation of mortgages and commercial pledges, including submits and receives all necessary documents in the respective pledge registersfree from material defects.
8.4. The Assignee understands (d) Borrower and agrees that each of its Subsidiaries is the Loan Originator during the validity term sole owner of the Agreement without a prior coordination with Intellectual Property each respectively purports to own, free and clear of all Liens other than Permitted Liens. Except as noted on the Assignee may make any amendments Perfection Certificates or sign any additional agreements to the Collateral documentation. The Assignee shall recognize such amendments otherwise notified to Collateral documents Agent in writing after the Effective Date, neither Borrower nor any of its Subsidiaries is a party to, nor is bound by, any material license or additional agreements as binding and not make other material agreement with respect to which Borrower or such Subsidiary is the licensee that (i) prohibits or otherwise restricts Borrower or its Subsidiaries from granting a security interest in Borrower’s or such Subsidiaries’ interest in such material license or material agreement or any complaints in this regard. The Loan Originator undertakes by making amendments other property, or signing additional agreements to the (ii) for which a default under or termination of could interfere with Collateral documents to act in the interests of the Assignee with due care.
8.5. The Loan Originator shall keep all Collateral documentation and originals of the documents related to the registration of the pledge, including the land register certificate and the deed of commercial pledge registration. The Assignee understands and is informed that the Loan Originator has an obligation to ensure the confidentiality of the Borrowers’ personal data, therefore the Loan Originator shall not issue the documents related to the registration of pledge Agent’s or their derivatives to the Assignee.
8.6. The Loan Originator by fulfilling the task provided by the Assignee pursuant to the Agreement has the any Lender’s right to sell the any Collateral. Borrower shall provide written notice to Collateral or a part thereof pursuant to the Collateral documentation.
8.7. The Assignee has an obligation immediately, but not later than Agent and each Lender within 5 ten (five10) Business Days from of Borrower or any of its Subsidiaries entering into or becoming bound by any material license or other material agreement with respect to which Borrower or any Subsidiary is the receipt of Mintos or the Loan Originator’s request to provide Mintos or the Loan Originator with all necessary authority, consents and permits for Mintos or the Loan Originator to be able to execute the rights and obligations specified in the Agreement.
8.8. The Assignee understands and licensee (other than over-the-counter software that is informed that Mintos and the Loan Originator are not obliged to disclose commercially available to the Assignee the information and/or documents related to the enforcement of the Collateral (if any) and/or other debt collection proceedings against the Borrower. The Assignee shall not make any complaints against Mintos, the Loan Originator and the Borrower in this regardpublic).
Appears in 2 contracts
Sources: Loan and Security Agreement (Sutro Biopharma Inc), Loan and Security Agreement (Sutro Biopharma Inc)
Collateral. 8.1. This Section shall be applicable if Borrower has good title to each item of the Collateral is expressly indicated among upon which it purports to ▇▇▇▇▇ ▇ ▇▇▇▇ hereunder, free and clear of any and all Liens except Permitted Liens. Borrower has no deposit accounts other information about than the Claim deposit accounts with Senior Lender, the deposit accounts, if any, described in the Portal.
8.2Perfection Certificate delivered to Agent in connection herewith, or of which Borrower has given Agent notice and taken such actions as are necessary to give Agent a perfected security interest therein (subject to the Required Foreign Filings). The Loan Originator along with the Claim shall not transfer to the Assignee all rights related thereto and Accounts are bona fide, existing at the moment obligations of the assignment arising from the CollateralAccount Debtors. The Assignee understands that by assignment of the Claim security interest incorporated in the Collateral is not re-registered in favour the possession of any third party bailee (such as a warehouse) except as otherwise provided in the Perfection Certificate. None of the Assignee and remains registered in favour of the Loan Originator.
8.3. The Loan Originator handles all matters related to Collateral, including the registration, amending and cancellation of mortgages and commercial pledges, including submits and receives all necessary documents in the respective pledge registers.
8.4. The Assignee understands and agrees that the Loan Originator during the validity term of the Agreement without a prior coordination with the Assignee may make any amendments or sign any additional agreements to the Collateral documentation. The Assignee shall recognize such amendments to Collateral documents or additional agreements as binding and not make any complaints in this regard. The Loan Originator undertakes by making amendments or signing additional agreements to the Collateral documents to act in the interests of the Assignee with due care.
8.5. The Loan Originator shall keep all Collateral documentation and originals of the documents related to the registration of the pledge, including the land register certificate and the deed of commercial pledge registration. The Assignee understands and is informed that the Loan Originator has an obligation to ensure the confidentiality of the Borrowers’ personal data, therefore the Loan Originator shall not issue the documents related to the registration of pledge or their derivatives to the Assignee.
8.6. The Loan Originator by fulfilling the task provided by the Assignee pursuant to the Agreement has the right to sell the Collateral or a part thereof pursuant to the Collateral documentation.
8.7. The Assignee has an obligation immediately, but not later than within 5 (five) Business Days from the receipt of Mintos or the Loan Originator’s request to provide Mintos or the Loan Originator with all necessary authority, consents and permits for Mintos or the Loan Originator to be able to execute the rights and obligations specified in the Agreement.
8.8. The Assignee understands and is informed that Mintos and the Loan Originator are not obliged to disclose to the Assignee the information and/or documents related to the enforcement components of the Collateral shall be maintained at locations other than as provided in the Perfection Certificate or as permitted pursuant to Section 7.2. In the event that Borrower, after the date hereof, intends to store or otherwise deliver any portion of the Collateral in excess of One Hundred Thirty Thousand Dollars (if any$130,000) and/or other debt collection proceedings against in the aggregate to a bailee, then Borrower will first receive the written consent of Agent and such bailee must execute and deliver a bailee agreement in form and substance satisfactory to Agent in its sole discretion. All Inventory is in all material respects of good and marketable quality, free from material defects. Borrower is the sole owner of the Intellectual Property which it owns or purports to own except for (a) non-exclusive licenses granted to its customers in the ordinary course of business, (b) over-the-counter software that is commercially available to the public, and (c) material Intellectual Property licensed to Borrower and noted on the Perfection Certificate. Each Patent which it owns or purports to own and which is material to Borrower’s business is to the knowledge of Borrower, valid and enforceable, and no part of the Intellectual Property which Borrower owns or purports to own and which is material to Borrower’s business, taken as a whole, has been judged invalid or unenforceable, in whole or in part. The Assignee shall To Borrower’s knowledge, no claim has been made that any part of the Intellectual Property violates the rights of any third party except to the extent such claim would not make have a Material Adverse Effect. Except as noted on the Perfection Certificate, Borrower is not a party to, nor is it bound by, any complaints against Mintos, the Loan Originator and the Borrower in this regardRestricted License.
Appears in 2 contracts
Sources: Note Purchase Agreement (Global Telecom & Technology, Inc.), Note Purchase Agreement (Global Telecom & Technology, Inc.)
Collateral. 8.1Borrower and each Guarantor have good title to its Collateral, free of Liens except Permitted Liens. This Section shall be applicable Borrower has no deposit accounts other than the deposit accounts with Bank, the deposit accounts, if any, described in the Perfection Certificate delivered to Bank in connection herewith, or of which Borrower has given Bank notice and taken such actions as are necessary to give Bank a perfected security interest therein. The Accounts are bona fide, existing obligations, and the service or property has been performed or delivered to the account debtor or its agent for immediate shipment to and unconditional acceptance by the account debtor. The Collateral is maintained at the locations set forth in the Perfection Certificate. The Collateral is not in the possession of any third party bailee (such as at a warehouse) except as provided in the Perfection Certificate. In the event that Borrower or any Guarantor, after the date hereof, intends to store or otherwise deliver the Collateral to a bailee, then Borrower and such Guarantor shall receive the prior written consent of Bank (such consent not to be unreasonably withheld), and such bailee must acknowledge in writing that the bailee is expressly indicated among other information about holding such Collateral for the Claim benefit of Bank. All Inventory is in all material respects of good and marketable quality, free from material defects. Borrower and Guarantors are the sole owner of its respective Intellectual Property, except for licenses granted to its customers in the Portal.
8.2ordinary course of business. The Loan Originator along with the Claim shall not transfer to the Assignee all rights related thereto To Borrower’s knowledge, each Patent is valid and existing at the moment enforceable, and no material part of the assignment arising Intellectual Property has been judged invalid or unenforceable, in whole or in part, and no claim has been made that any part of the Intellectual Property violates the rights of any third party except for any such claim that would not be expected to result in a Material Adverse Change. Borrower is not a party to, nor is bound by, any license or other agreement with respect to which Borrower is the licensee that prohibits or otherwise restricts Borrower from granting a security interest in Borrower’s interest in such license or agreement or any other property. Borrower shall take such steps as Bank requests to obtain the consent of, or waiver by, any person whose consent or waiver is necessary for all such licenses or contract rights to be deemed “Collateral. The Assignee understands ” and for Bank to have a security interest in it that might otherwise be restricted or prohibited by law or by the terms of any such license or agreement (such consent or authorization may include a licensor’s agreement to a contingent assignment of the Claim security interest incorporated license to Bank if Bank determines that is necessary in its good faith judgment), whether now existing or entered into in the Collateral is not re-registered in favour of the Assignee and remains registered in favour of the Loan Originatorfuture.
8.3. The Loan Originator handles all matters related to Collateral, including the registration, amending and cancellation of mortgages and commercial pledges, including submits and receives all necessary documents in the respective pledge registers.
8.4. The Assignee understands and agrees that the Loan Originator during the validity term of the Agreement without a prior coordination with the Assignee may make any amendments or sign any additional agreements to the Collateral documentation. The Assignee shall recognize such amendments to Collateral documents or additional agreements as binding and not make any complaints in this regard. The Loan Originator undertakes by making amendments or signing additional agreements to the Collateral documents to act in the interests of the Assignee with due care.
8.5. The Loan Originator shall keep all Collateral documentation and originals of the documents related to the registration of the pledge, including the land register certificate and the deed of commercial pledge registration. The Assignee understands and is informed that the Loan Originator has an obligation to ensure the confidentiality of the Borrowers’ personal data, therefore the Loan Originator shall not issue the documents related to the registration of pledge or their derivatives to the Assignee.
8.6. The Loan Originator by fulfilling the task provided by the Assignee pursuant to the Agreement has the right to sell the Collateral or a part thereof pursuant to the Collateral documentation.
8.7. The Assignee has an obligation immediately, but not later than within 5 (five) Business Days from the receipt of Mintos or the Loan Originator’s request to provide Mintos or the Loan Originator with all necessary authority, consents and permits for Mintos or the Loan Originator to be able to execute the rights and obligations specified in the Agreement.
8.8. The Assignee understands and is informed that Mintos and the Loan Originator are not obliged to disclose to the Assignee the information and/or documents related to the enforcement of the Collateral (if any) and/or other debt collection proceedings against the Borrower. The Assignee shall not make any complaints against Mintos, the Loan Originator and the Borrower in this regard.
Appears in 2 contracts
Sources: Loan and Security Agreement (Radisys Corp), Loan and Security Agreement (Radisys Corp)
Collateral. 8.1Borrower hereby grants to Holder a security interest in all inventory, machinery, equipment, stocks, bonds, notes, accounts receivable, any rights or claims that they may have against any other person, firm, or corporation for monies, choses in action, any bank accounts, checking accounts, certificates of deposit or any financial instrument, patents and intellectual property rights or any other assets owned by Borrower as of the date of this agreement, or hereafter acquired. This Section Borrower hereby represents that none of the collateral encumbered hereunder has been sold or assigned since the original promissory note of Borrower to Holder of January 26, 1999 and that the lien of the holder of this note is uninterrupted from January 26, 1999 and shall continue until this note is paid or otherwise disposed of in accordance with its terms and conditions. All collateral rights in intellectual property is subordinated to the Borrower's current licenses and future licenses provided, that with respect to future licenses, the consent of the Holder must be applicable if the Collateral is expressly indicated among other information about the Claim in the Portal.
8.2obtained, but such consent will not be unreasonably withheld. The Loan Originator along with patents and intellectual property which are licensed under the Claim shall not transfer to cross license agreement dated September 27, 1997, among NXT plc, New Transducers Limited, being related companies, the Assignee all rights related thereto Borrower and existing at the moment of the assignment arising NCT Audio Products, Inc. (or any successor agreements) are specifically excluded from the Collateralcollateral. The Assignee understands that by assignment There are approximately 20 pieces of intellectual property in which, under the Claim cross license agreement, Borrower may not, and hence does not herein, grant a security interest incorporated in the Collateral is not re-registered in favour of the Assignee and remains registered in favour of the Loan Originator.
8.3interest. The Loan Originator handles In addition, all matters related to Collateralagreements between NCT Audio Products, including the registration, amending and cancellation of mortgages and commercial pledges, including submits and receives all necessary documents in the respective pledge registers.
8.4. The Assignee understands and agrees that the Loan Originator during the validity term of the Agreement without a prior coordination with the Assignee may make any amendments or sign any additional agreements to the Collateral documentation. The Assignee shall recognize such amendments to Collateral documents or additional agreements as binding and not make any complaints in this regard. The Loan Originator undertakes by making amendments or signing additional agreements to the Collateral documents to act in the interests of the Assignee with due care.
8.5. The Loan Originator shall keep all Collateral documentation and originals of the documents related to the registration of the pledge, including the land register certificate and the deed of commercial pledge registration. The Assignee understands and is informed that the Loan Originator has an obligation to ensure the confidentiality of the Borrowers’ personal data, therefore the Loan Originator shall not issue the documents related to the registration of pledge or their derivatives to the Assignee.
8.6. The Loan Originator by fulfilling the task provided by the Assignee pursuant to the Agreement has the right to sell the Collateral or a part thereof pursuant to the Collateral documentation.
8.7. The Assignee has an obligation immediately, but not later than within 5 (five) Business Days from the receipt of Mintos or the Loan Originator’s request to provide Mintos or the Loan Originator with all necessary authority, consents and permits for Mintos or the Loan Originator to be able to execute the rights and obligations specified in the Agreement.
8.8. The Assignee understands and is informed that Mintos and the Loan Originator are not obliged to disclose to the Assignee the information and/or documents related to the enforcement of the Collateral (if any) and/or other debt collection proceedings against the Borrower. The Assignee shall not make any complaints against Mintos, the Loan Originator Inc. and the Borrower that relate to such agreement, and the stock of NCT Audio Products, Inc. owned by the Borrower, shall similarly be excluded from the security interest granted in this regardNote. If Borrower does not pay the debt or other obligations under this Note when due, the collateral may be sold in order to pay such debt and obligations, or same may be transferred to the name of the Holder, as Holder in her discretion decides. Holder may inspect the collateral at all reasonable times. Borrower further agrees that it will do anything reasonably requested by Holder in order to make Holder's security interest in the collateral legally effective including the execution of a UCC-1.
Appears in 2 contracts
Sources: Note Consolidation Agreement (NCT Group Inc), Convertible Note Purchase Agreement (NCT Group Inc)
Collateral. 8.1Borrower has good title to, has rights in, and the power to transfer each item of the Collateral upon which it purports to ▇▇▇▇▇ ▇ ▇▇▇▇ hereunder, free and clear of any and all Liens except Permitted Liens. This Section Borrower has no deposit accounts other than the deposit accounts with Bank, the deposit accounts, if any, described in the Perfection Certificate delivered to Bank in connection herewith. The Accounts are bona fide, existing obligations of the Account Debtors. The Collateral is not in the possession of any third-party bailee (such as a warehouse) except as otherwise provided in the Perfection Certificate. None of the components of the Collateral shall be applicable if maintained at locations other than as provided in the Perfection Certificate or as Borrower has given Bank notice pursuant to Section 7.2. In the event that Borrower, after the date hereof, intends to store or otherwise deliver any portion of the Collateral to a bailee, then Borrower will first receive the written consent of Bank and such bailee must execute and deliver a bailee agreement in form and substance satisfactory to Bank in its sole discretion. All Inventory is expressly indicated among other information about in all material respects of good and marketable quality, free from material defects. Borrower is the Claim sole owner of its intellectual property, except for non-exclusive licenses granted to its customers in the Portal.
8.2ordinary course of business. The Loan Originator along with Each patent is valid and enforceable, and no part of the Claim shall not transfer intellectual property has been judged invalid or unenforceable, in whole or in part, and to the Assignee all rights related thereto and existing at the moment best of Borrower’s knowledge, no claim has been made that any part of the assignment arising intellectual property violates the rights of any third-party except to the extent such claim could not reasonably be expected to have a material adverse effect on Borrower’s business. Except as noted on the Perfection Certificate, Borrower is not a party to, nor is bound by, any material license or other agreement with respect to which Borrower is the licensee that prohibits or otherwise restricts Borrower from granting a security interest in Borrower’s interest in such license or agreement or any other property. Borrower shall provide written notice to Bank within thirty (30) days of entering or becoming bound by any such license or agreement which is reasonably likely to have a material impact on Borrower’s business or financial condition (other than over-the-counter software that is commercially available to the public). Borrower shall take such steps as Bank requests to obtain the consent of, or waiver by, any person whose consent or waiver is necessary for all such licenses or contract rights to be deemed “Collateral. The Assignee understands ” and for Bank to have a security interest in it that might otherwise be restricted or prohibited by law or by the terms of any such license or agreement (such consent or authorization may include a licensor’s agreement to a contingent assignment of the Claim security interest incorporated license to Bank if Bank determines that is necessary in its good faith judgment), whether now existing or entered into in the Collateral is not re-registered in favour of the Assignee and remains registered in favour of the Loan Originatorfuture.
8.3. The Loan Originator handles all matters related to Collateral, including the registration, amending and cancellation of mortgages and commercial pledges, including submits and receives all necessary documents in the respective pledge registers.
8.4. The Assignee understands and agrees that the Loan Originator during the validity term of the Agreement without a prior coordination with the Assignee may make any amendments or sign any additional agreements to the Collateral documentation. The Assignee shall recognize such amendments to Collateral documents or additional agreements as binding and not make any complaints in this regard. The Loan Originator undertakes by making amendments or signing additional agreements to the Collateral documents to act in the interests of the Assignee with due care.
8.5. The Loan Originator shall keep all Collateral documentation and originals of the documents related to the registration of the pledge, including the land register certificate and the deed of commercial pledge registration. The Assignee understands and is informed that the Loan Originator has an obligation to ensure the confidentiality of the Borrowers’ personal data, therefore the Loan Originator shall not issue the documents related to the registration of pledge or their derivatives to the Assignee.
8.6. The Loan Originator by fulfilling the task provided by the Assignee pursuant to the Agreement has the right to sell the Collateral or a part thereof pursuant to the Collateral documentation.
8.7. The Assignee has an obligation immediately, but not later than within 5 (five) Business Days from the receipt of Mintos or the Loan Originator’s request to provide Mintos or the Loan Originator with all necessary authority, consents and permits for Mintos or the Loan Originator to be able to execute the rights and obligations specified in the Agreement.
8.8. The Assignee understands and is informed that Mintos and the Loan Originator are not obliged to disclose to the Assignee the information and/or documents related to the enforcement of the Collateral (if any) and/or other debt collection proceedings against the Borrower. The Assignee shall not make any complaints against Mintos, the Loan Originator and the Borrower in this regard.
Appears in 2 contracts
Sources: Loan and Security Agreement (Interlink Electronics Inc), Loan and Security Agreement (Interlink Electronics Inc)
Collateral. 8.1. This Section shall be applicable if the Collateral is expressly indicated among other information about the Claim in the Portal.
8.2. The Loan Originator along with the Claim shall not transfer to the Assignee all rights related thereto and existing at the moment of the assignment arising from the Collateral. The Assignee understands that by assignment of the Claim security interest incorporated in the Collateral is not re-registered in favour of the Assignee and remains registered in favour of the Loan Originator.
8.3. The Loan Originator handles all matters related to Collateral, including the registration, amending and cancellation of mortgages and commercial pledges, including submits and receives all necessary documents in the respective pledge registers.
8.4. The Assignee understands and agrees that the Loan Originator during the validity term of the Agreement without a prior coordination with the Assignee may make any amendments or sign any additional agreements (i) Upon delivery to the Collateral documentation. The Assignee shall recognize Agent of the certificates or instruments representing or evidencing the Collateral in accordance with the Collateral Agreements and, in the case of Collateral not constituting certificated securities or instruments, the filing of Uniform Commercial Code financing statements in the appropriate filing office, the Collateral Agent will obtain a valid and perfected security interest in such amendments Collateral, subject only to Collateral documents or additional agreements as binding and not make any complaints in this regard. The Loan Originator undertakes by making amendments or signing additional agreements Permitted Liens, to the extent that a security interest in such Collateral documents to act may be perfected by such filings.
(ii) Upon filing by the Collateral Agent of (A) financing statements, (B) any filings required with the United States Patent and Trademark Office and (C) any filings required with the United States Copyright Office, the Collateral Agent will obtain valid and perfected security interests in the interests Collateral, subject only to Permitted Liens, to the extent that a security interest in such Collateral may be perfected by such filings.
(iii) The Mortgages will be effective to grant a legal and valid mortgage lien on all of the Assignee with due care.
8.5. The Loan Originator shall keep all Collateral documentation mortgagor’s right, title and originals interest in each of the documents related properties mortgaged thereunder. When the Mortgages are duly recorded in the proper recorders’ offices or appropriate public records and the mortgage recording fees and taxes in respect thereof are paid and compliance is otherwise had with the formal requirements of state or local law applicable to the registration recording of real estate mortgages generally, the pledgeCollateral Agent will obtain a valid, including perfected and enforceable security interest in the land register certificate and the deed of commercial pledge registration. The Assignee understands and is informed that the Loan Originator has an obligation to ensure the confidentiality of the Borrowers’ personal datarelated property, therefore the Loan Originator shall not issue the documents related subject only to the registration of pledge or their derivatives encumbrances and exceptions to the Assignee.
8.6. The Loan Originator by fulfilling the task provided by the Assignee pursuant to the Agreement has the right to sell the Collateral or a part thereof pursuant to the Collateral documentation.
8.7. The Assignee has an obligation immediately, but not later than within 5 (five) Business Days from the receipt of Mintos or the Loan Originator’s request to provide Mintos or the Loan Originator with all necessary authority, consents and permits for Mintos or the Loan Originator to be able to execute the rights and obligations specified title expressly set forth in the Agreement.
8.8. The Assignee understands commitments for mortgage title insurance and is informed that Mintos and the Loan Originator are not obliged to disclose to the Assignee the information and/or documents related to except as such enforceability may be limited by general principles of equity or applicable bankruptcy, insolvency, reorganization, moratorium, liquidation, fraudulent conveyance, fraudulent transfer, or other similar laws relating to, or affecting generally, the enforcement of creditors’ rights and remedies.
(iv) All information certified by the Collateral (if any) and/or other debt collection proceedings against Chief Financial Officer of the Borrower. The Assignee shall not make any complaints against Mintos, Company in the Loan Originator Perfection Certificate dated as of the Closing Date and delivered by such officer on behalf of the Borrower Company will be true and correct in this regardall material respects as of the Closing Date.
Appears in 2 contracts
Sources: Notes Purchase Agreement (Forbes Energy Services Ltd.), Notes Purchase Agreement (Forbes Energy Services Ltd.)
Collateral. 8.1Borrower has good title to, has rights in, and the power to transfer each item of the Collateral upon which it purports to ▇▇▇▇▇ ▇ ▇▇▇▇ hereunder, free and clear of any and all Liens except Permitted Liens. This Section Borrower has no deposit accounts other than the deposit accounts with Bank, the deposit accounts, if any, described in the Perfection Certificate delivered to Bank in connection herewith, or of which Borrower has given Bank notice and taken such actions as are necessary to give Bank a perfected security interest therein. The Accounts are bona fide, existing obligations of the Account Debtors. The Collateral is not in the possession of any third party bailee (such as a warehouse) except (x) as otherwise provided in the Perfection Certificate and (y) Equipment or Inventory in the possession of third party carriers in the ordinary course of business for delivery to Borrower or to customers of Borrower and its Subsidiaries. None of the components of the Collateral shall be applicable if maintained at locations other than as provided in the Perfection Certificate or as Borrower has given Bank notice pursuant to Section 7.2. In the event that Borrower, after the date hereof, intends to store or otherwise deliver any portion of the Collateral to a bailee, then Borrower will first receive the written consent of Bank and such bailee must execute and deliver a bailee agreement in form and substance satisfactory to Bank in its sole discretion. All Inventory is expressly indicated among in all material respects of good and marketable quality, free from material defects. Except as noted on the Perfection Certificate, Borrower is not a party to, nor is bound by, any material license or other information about agreement with respect to which Borrower is the Claim licensee that prohibits or otherwise restricts Borrower from granting a security interest in the Portal.
8.2Borrower’s interest in such license or agreement or any other property. The Loan Originator along with the Claim Borrower shall not transfer provide written notice to Bank within ten (10) days of entering or becoming bound by any such license or agreement which is reasonably likely to have a material impact on Borrower’s business or financial condition (other than over-the-counter software that is commercially available to the Assignee public). Borrower shall take such steps as Bank requests to obtain the consent of, or waiver by, any person whose consent or waiver is necessary for all such licenses or contract rights related thereto to be deemed “Collateral” and existing at for Bank to have a security interest in it that might otherwise be restricted or prohibited by law or by the moment terms of the assignment arising from the Collateral. The Assignee understands that by any such license or agreement (such consent or authorization may include a licensor’s agreement to a contingent assignment of the Claim security interest incorporated license to Bank if Bank determines that is necessary in its good faith judgment), whether now existing or entered into in the Collateral is not re-registered in favour future. Notwithstanding the foregoing, the terms of the Assignee preceding sentence shall not apply to, and remains registered in favour of the Loan Originator.
8.3. The Loan Originator handles all matters related to Collateral, including the registration, amending and cancellation of mortgages and commercial pledges, including submits and receives all necessary documents in the respective pledge registers.
8.4. The Assignee understands and agrees that the Loan Originator during the validity term of the Agreement without a prior coordination with the Assignee may make any amendments or sign any additional agreements to the Collateral documentation. The Assignee shall recognize such amendments to Collateral documents or additional agreements as binding and not make any complaints in this regard. The Loan Originator undertakes by making amendments or signing additional agreements to the Collateral documents to act in the interests of the Assignee with due care.
8.5. The Loan Originator shall keep all Collateral documentation and originals of the documents related to the registration of the pledge, including the land register certificate and the deed of commercial pledge registration. The Assignee understands and is informed that the Loan Originator has an obligation to ensure the confidentiality of the Borrowers’ personal data, therefore the Loan Originator shall not issue include, license agreements solely for the documents related use of Intellectual Property of a third party, with respect to which license Borrower is the registration of pledge or their derivatives to the Assigneelicensee.
8.6. The Loan Originator by fulfilling the task provided by the Assignee pursuant to the Agreement has the right to sell the Collateral or a part thereof pursuant to the Collateral documentation.
8.7. The Assignee has an obligation immediately, but not later than within 5 (five) Business Days from the receipt of Mintos or the Loan Originator’s request to provide Mintos or the Loan Originator with all necessary authority, consents and permits for Mintos or the Loan Originator to be able to execute the rights and obligations specified in the Agreement.
8.8. The Assignee understands and is informed that Mintos and the Loan Originator are not obliged to disclose to the Assignee the information and/or documents related to the enforcement of the Collateral (if any) and/or other debt collection proceedings against the Borrower. The Assignee shall not make any complaints against Mintos, the Loan Originator and the Borrower in this regard.
Appears in 2 contracts
Sources: Loan and Security Agreement (Caliper Life Sciences Inc), Loan and Security Agreement (Caliper Life Sciences Inc)
Collateral. 8.1. This Section shall be applicable if Borrower has good title to, has rights in, and the power to transfer each item of the Collateral is expressly indicated among upon which it purports to ▇▇▇▇▇ ▇ ▇▇▇▇ hereunder, free and clear of any and all Liens except Permitted Liens. Borrower has no deposit accounts other information about than the Claim deposit accounts with Bank, the deposit accounts, if any, described in the Portal.
8.2Perfection Certificate delivered to Bank in connection herewith, or of which Borrower has given Bank notice and taken such actions as are necessary to give Bank a perfected security interest therein. The Loan Originator along with the Claim shall not transfer to the Assignee all rights related thereto and Accounts are bona fide, existing at the moment obligations of the assignment arising from the CollateralAccount Debtors. The Assignee understands that by assignment of the Claim security interest incorporated in the Collateral is not re-registered in favour the possession of any third party bailee (such as a warehouse) except as otherwise provided in the Perfection Certificate. None of the Assignee and remains registered in favour components of the Loan Originator.
8.3. The Loan Originator handles all matters related to Collateral, including the registration, amending and cancellation of mortgages and commercial pledges, including submits and receives all necessary documents Collateral shall be maintained at locations other than as provided in the respective pledge registers.
8.4Perfection Certificate, unless Borrower has given Bank written notice of such other locations. The Assignee understands and agrees In the event that Borrower, after the Loan Originator during the validity term date hereof, intends to store or otherwise deliver any portion of the Agreement without Collateral to a prior coordination bailee, then Borrower will first receive the written consent of Bank and such bailee must execute and deliver a bailee agreement in form and substance satisfactory to Bank in its sole discretion. All Inventory is in all material respects of good and marketable quality, free from material defects. Except as described in its Perfection Certificate, Borrower is the sole owner of its intellectual property, except for non-exclusive licenses granted to its customers in the ordinary course of business. Each patent is valid and enforceable, and no part of the intellectual property has been judged invalid or unenforceable, in whole or in part, and to the best of Borrower’s knowledge, no claim has been made that any part of the intellectual property violates the rights of any third party except to the extent such claim could not reasonably be expected to have a material adverse effect on Borrower’s business. Except as noted on the Perfection Certificate, Borrower is not a party to, nor is bound by, any material license or other agreement with respect to which Borrower is the licensee (a) that prohibits or otherwise restricts Borrower from granting a security interest in Borrower’s interest in such license or agreement or any other property, or (b) for which a default under or termination of could interfere with the Assignee may make any amendments or sign any additional agreements to the Collateral documentation. The Assignee shall recognize such amendments to Collateral documents or additional agreements as binding and not make any complaints in this regard. The Loan Originator undertakes by making amendments or signing additional agreements to the Collateral documents to act in the interests of the Assignee with due care.
8.5. The Loan Originator shall keep all Collateral documentation and originals of the documents related to the registration of the pledge, including the land register certificate and the deed of commercial pledge registration. The Assignee understands and is informed that the Loan Originator has an obligation to ensure the confidentiality of the Borrowers’ personal data, therefore the Loan Originator shall not issue the documents related to the registration of pledge or their derivatives to the Assignee.
8.6. The Loan Originator by fulfilling the task provided by the Assignee pursuant to the Agreement has the Bank’s right to sell the Collateral any Collateral. Borrower shall provide written notice to Bank within thirty (30) days of entering or a part thereof pursuant becoming bound by any such license or agreement (other than over-the-counter software that is commercially available to the Collateral documentation.
8.7public). The Assignee has an obligation immediatelyBorrower shall take such steps as Bank requests to obtain the consent of, but not later than within 5 or waiver by, any person whose consent or waiver is necessary for (fivex) Business Days from the receipt of Mintos all such licenses or the Loan Originator’s request to provide Mintos or the Loan Originator with all necessary authority, consents and permits for Mintos or the Loan Originator agreements to be able deemed “Collateral” and for Bank to execute have a security interest in it that might otherwise be restricted or prohibited by law or by the terms of any such license or agreement, whether now existing or entered into in the future, and (y) Bank to have the ability in the event of a liquidation of any Collateral to dispose of such Collateral in accordance with Bank’s rights and obligations specified in the Agreement.
8.8. The Assignee understands and is informed that Mintos remedies under this Agreement and the other Loan Originator are not obliged to disclose to the Assignee the information and/or documents related to the enforcement of the Collateral (if any) and/or other debt collection proceedings against the Borrower. The Assignee shall not make any complaints against Mintos, the Loan Originator and the Borrower in this regardDocuments.
Appears in 2 contracts
Sources: Loan and Security Agreement (Sonic Innovations Inc), Loan and Security Agreement (Otix Global, Inc.)
Collateral. 8.1. This Section shall be applicable if Borrower has good title to, has rights in, and the power to transfer each item of the Collateral is expressly indicated among upon which it purports to ▇▇▇▇▇ ▇ ▇▇▇▇ hereunder, free and clear of any and all Liens except Permitted Liens. Borrower has no deposit accounts other information about than the Claim deposit accounts with SVB, the Clearing Account, the Trust Account, the Borrower Account, the Investor Account, the deposit accounts, if any, described in the Portal.
8.2Perfection Certificate delivered to Administrative Agent in connection herewith, or of which Borrower has given Lenders notice and taken such actions as are necessary to give Administrative Agent and Lenders a perfected security interest therein. The Loan Originator along with the Claim shall not transfer to the Assignee all rights related thereto and Eligible Loans are bona fide, existing at the moment obligations of the assignment arising from the CollateralLoan Debtors. The Assignee understands that by assignment of the Claim security interest incorporated in the Collateral is not re-registered in favour the possession of any third party bailee (such as a warehouse) except as otherwise provided in the Perfection Certificate. None of the Assignee and remains registered in favour components of the Loan Originator.
8.3. The Loan Originator handles all matters related to Collateral, including the registration, amending and cancellation of mortgages and commercial pledges, including submits and receives all necessary documents Collateral shall be maintained at locations other than as provided in the respective pledge registers.
8.4Perfection Certificate or as Borrower has given Lenders notice pursuant to Section 7.2. The Assignee understands and agrees In the event that Borrower, after the Loan Originator during the validity term date hereof, intends to store or otherwise deliver any portion of the Agreement Collateral to a bailee, then Borrower will first receive the written consent of Lenders and such bailee must execute and deliver a bailee agreement in form and substance satisfactory to Lenders in their sole discretion. Upon any Transfer permitted under Section 7.1(e) hereof prior to an Event of Default, Administrative Agent’s and Lenders’ Lien in such assets shall be released without a prior coordination with the Assignee may make any amendments further act of Administrative Agent, Lenders or sign any additional agreements Borrower. Administrative Agent shall take all actions reasonably requested by Borrower, at Borrower’s expense, to evidence such release. Administrative Agent, Lenders and Borrower hereby acknowledge and agree that, notwithstanding anything set forth to the contrary herein, (a) the Collateral documentation. The Assignee shall recognize such amendments to Collateral documents or additional agreements as binding and not make any complaints in this regard. The Loan Originator undertakes by making amendments or signing additional agreements include all amounts deposited into the Clearing Account, to the Collateral documents extent that such amounts are proceeds of Financed Loans, and (b) the first priority security interest granted by Borrower to act in the interests of the Assignee with due care.
8.5. The Loan Originator shall keep all Collateral documentation Administrative Agent and originals of the documents related to the registration of the pledge, including the land register certificate and the deed of commercial pledge registration. The Assignee understands and is informed that the Loan Originator has an obligation to ensure the confidentiality of the Borrowers’ personal data, therefore the Loan Originator shall not issue the documents related to the registration of pledge or their derivatives to the Assignee.
8.6. The Loan Originator by fulfilling the task provided by the Assignee Lenders pursuant to the Loan Agreement has the right shall at all times remain in full force and effect with respect to sell the Collateral or a part thereof pursuant to the Collateral documentation.
8.7. The Assignee has an obligation immediatelyall proceeds of, but not later than within 5 (five) Business Days from the receipt of Mintos or the Loan Originator’s request to provide Mintos or the Loan Originator with and any other amounts received in connection with, all necessary authority, consents and permits for Mintos or the Loan Originator to be able to execute the rights and obligations specified in the Agreement.
8.8. The Assignee understands and is informed that Mintos and the Loan Originator are not obliged to disclose to the Assignee the information and/or documents related to the enforcement Financed Loans regardless of the Collateral (if any) and/or other debt collection proceedings against locations of such proceeds and amounts, including, without limitation, any such proceeds and amounts deposited into the Borrower. The Assignee shall not make any complaints against Mintos, the Loan Originator and the Borrower in this regardClearing Account.
Appears in 2 contracts
Sources: Loan and Security Agreement (LendingClub Corp), Loan and Security Agreement (LendingClub Corp)
Collateral. 8.1. This Section shall be applicable if Borrower has good title to, has rights in, and the power to transfer each item of the Collateral is expressly indicated among upon which it purports to ▇▇▇▇▇ ▇ ▇▇▇▇ hereunder, free and clear of any and all Liens except Permitted Liens. Borrower has no deposit accounts other information about than the Claim deposit accounts with Bank, the deposit accounts, if any, described in the Portal.
8.2Perfection Certificate delivered to Bank in connection herewith, or of which Borrower has given Bank notice and taken such actions as are necessary to give Bank a perfected security interest therein. The Loan Originator along with the Claim shall not transfer to the Assignee all rights related thereto and Accounts are bona fide, existing at the moment obligations of the assignment arising from the CollateralAccount Debtors. The Assignee understands that by assignment of the Claim security interest incorporated in the Collateral is not re-registered in favour the possession of any third party bailee (such as a warehouse) except as otherwise provided in the Perfection Certificate. Other than laptop computers and other mobile Equipment in the possession of employees, consultants or agents of Borrower, none of the Assignee and remains registered in favour components of the Loan Originator.
8.3. The Loan Originator handles all matters related to Collateral, including the registration, amending and cancellation of mortgages and commercial pledges, including submits and receives all necessary documents Collateral shall be maintained at locations other than as provided in the respective pledge registers.
8.4Perfection Certificate or as permitted pursuant to Section 7.2. The Assignee understands and agrees In the event that Borrower, after the Loan Originator during the validity term date hereof, intends to store or otherwise deliver any portion of the Agreement without Collateral in excess of One Hundred Thousand Dollars ($100,000.00) to a prior coordination bailee, then Borrower will first receive the written consent of Bank and such bailee must execute and deliver a bailee agreement in form and substance satisfactory to Bank in its sole discretion. All Inventory is in all material respects of good and marketable quality, free from material defects. Except as noted on the Perfection Certificate, Borrower is not a party to, nor is bound by, any material license or other agreement with respect to which Borrower is the licensee (a) that prohibits or otherwise restricts Borrower from granting a security interest in Borrower’s interest in such license or agreement (other than over-the-counter software that is commercially available to the public) or any other property, or (b) for which a default under or termination of which could interfere with the Assignee may make any amendments or sign any additional agreements to the Collateral documentation. The Assignee shall recognize such amendments to Collateral documents or additional agreements as binding and not make any complaints in this regard. The Loan Originator undertakes by making amendments or signing additional agreements to the Collateral documents to act in the interests of the Assignee with due care.
8.5. The Loan Originator shall keep all Collateral documentation and originals of the documents related to the registration of the pledge, including the land register certificate and the deed of commercial pledge registration. The Assignee understands and is informed that the Loan Originator has an obligation to ensure the confidentiality of the Borrowers’ personal data, therefore the Loan Originator shall not issue the documents related to the registration of pledge or their derivatives to the Assignee.
8.6. The Loan Originator by fulfilling the task provided by the Assignee pursuant to the Agreement has the Bank’s right to sell the Collateral any Collateral. Borrower shall provide written notice to Bank within ten (10) days of entering or a part thereof pursuant becoming bound by any such license or agreement (other than over-the-counter software that is commercially available to the Collateral documentation.
8.7public). The Assignee has an obligation immediatelyBorrower shall take such steps as Bank requests to obtain the consent of, but not later than within 5 or waiver by, any person whose consent or waiver is necessary for (fivex) Business Days from the receipt of Mintos all such licenses or the Loan Originator’s request to provide Mintos or the Loan Originator with all necessary authority, consents and permits for Mintos or the Loan Originator agreements to be able deemed “Collateral” and for Bank to execute have a security interest in it that might otherwise be restricted or prohibited by law or by the terms of any such license or agreement, whether now existing or entered into in the future, and (y) Bank to have the ability in the event of a liquidation of any Collateral to dispose of such Collateral in accordance with Bank’s rights and obligations specified in the Agreement.
8.8. The Assignee understands and is informed that Mintos remedies under this Agreement and the other Loan Originator are not obliged to disclose to the Assignee the information and/or documents related to the enforcement of the Collateral (if any) and/or other debt collection proceedings against the Borrower. The Assignee shall not make any complaints against Mintos, the Loan Originator and the Borrower in this regardDocuments.
Appears in 2 contracts
Sources: Loan and Security Agreement (Eloqua, Inc.), Loan and Security Agreement (Eloqua, Inc.)
Collateral. 8.1. This Section shall be applicable if Borrower has good title to, has rights in, and the power to transfer each item of the Collateral is expressly indicated among upon which it purports to ▇▇▇▇▇ ▇ ▇▇▇▇ hereunder, free and clear of any and all Liens except Permitted Liens. Borrower has no deposit accounts other information about than the Claim deposit accounts with Bank, the deposit accounts, if any, described in the Portal.
8.2Perfection Certificate delivered to Bank in connection herewith, or of which Borrower has given Bank notice and taken such actions as are necessary to give Bank a perfected security interest therein, to the extent required by Section 6.6(b). The Loan Originator along with the Claim shall not transfer to the Assignee all rights related thereto and Accounts are bona fide, existing at the moment obligations of the assignment arising from the CollateralAccount Debtors. The Assignee understands that by assignment of the Claim security interest incorporated in the Collateral is not re-registered in favour the possession of any third party bailee (such as a warehouse) except as otherwise provided in the Perfection Certificate. Other than mobile equipment in the possession of Borrower’s employees or agents, none of the Assignee and remains registered in favour components of the Loan Originator.
8.3Collateral shall be maintained at locations other than as provided in the Perfection Certificate or as permitted pursuant to Section 7.2. In the event that Borrower, after the date hereof, intends to store or otherwise deliver any portion of the Collateral with an aggregate value in excess of Five Hundred Thousand Dollars ($500,000.00) to a bailee, then Borrower will use its commercially reasonable efforts to cause such bailee to execute and deliver a bailee agreement in form and substance satisfactory to Bank in its reasonable discretion. The Loan Originator handles all matters related forgoing is not intended to Collateral, including the registration, amending and cancellation of mortgages and commercial pledges, including submits and receives all necessary documents limit Borrower’s obligations set forth in the respective pledge registers.
8.4Section 6.13 hereof. The Assignee understands and agrees that the Loan Originator during the validity term With respect to such locations or warehouse space leased or owned as of the Agreement without Effective Date and thereafter, if Bank has not received a prior coordination landlord’s agreement or bailee letter as of the Effective Date (or, if later, as of the date such location is acquired or leased), then the Eligible Fixed Assets at that location shall, in Bank’s Permitted Discretion, be excluded from the Borrowing Base or be subject to such Reserves as may be established by Bank in its Permitted Discretion. Except as noted on the Perfection Certificate, Borrower is not a party to, nor is bound by, any material license or other agreement with respect to which Borrower is the licensee (a) that prohibits or otherwise restricts Borrower from granting a security interest in Borrower’s interest in such license or agreement or any other property, or (b) for which a default under or termination of could interfere with the Assignee may make any amendments or sign any additional agreements to the Collateral documentation. The Assignee shall recognize such amendments to Collateral documents or additional agreements as binding and not make any complaints in this regard. The Loan Originator undertakes by making amendments or signing additional agreements to the Collateral documents to act in the interests of the Assignee with due care.
8.5. The Loan Originator shall keep all Collateral documentation and originals of the documents related to the registration of the pledge, including the land register certificate and the deed of commercial pledge registration. The Assignee understands and is informed that the Loan Originator has an obligation to ensure the confidentiality of the Borrowers’ personal data, therefore the Loan Originator shall not issue the documents related to the registration of pledge or their derivatives to the Assignee.
8.6. The Loan Originator by fulfilling the task provided by the Assignee pursuant to the Agreement has the Bank’s right to sell the Collateral any Collateral. Borrower shall provide written notice to Bank within thirty (30) days of entering or a part thereof pursuant becoming bound by any such license or agreement (other than over-the-counter software that is commercially available to the Collateral documentation.
8.7public). The Assignee has an obligation immediatelyBorrower shall take such steps as Bank reasonably requests to obtain the consent of, but not later than within 5 or waiver by, any person whose consent or waiver is necessary for (fivex) Business Days from the receipt of Mintos all such licenses or the Loan Originator’s request to provide Mintos or the Loan Originator with all necessary authority, consents and permits for Mintos or the Loan Originator agreements to be able deemed “Collateral” and for Bank to execute have a security interest in it that might otherwise be restricted or prohibited by law or by the terms of any such license or agreement, whether now existing or entered into in the future, and (y) Bank to have the ability in the event of a liquidation of any Collateral to dispose of such Collateral in accordance with Bank’s rights and obligations specified in the Agreement.
8.8. The Assignee understands and is informed that Mintos remedies under this Agreement and the other Loan Originator are not obliged to disclose to the Assignee the information and/or documents related to the enforcement of the Collateral (if any) and/or other debt collection proceedings against the Borrower. The Assignee shall not make any complaints against Mintos, the Loan Originator and the Borrower in this regardDocuments.
Appears in 2 contracts
Sources: Loan and Security Agreement (Enernoc Inc), Loan and Security Agreement (Enernoc Inc)
Collateral. 8.1. This Section shall be applicable if (a) Borrower has good title to, has rights in, and the power to transfer each item of the Collateral is expressly indicated among upon which it purports to ▇▇▇▇▇ ▇ ▇▇▇▇ hereunder, free and clear of any and all Liens except Permitted Liens. Borrower has no deposit account other information about than the Claim deposit accounts with Bank and deposit accounts described in the PortalPerfection Certificate delivered to Bank in connection herewith.
8.2. (b) The Loan Originator along with the Claim shall not transfer to the Assignee all rights related thereto and existing at the moment of the assignment arising from the Collateral. The Assignee understands that by assignment of the Claim security interest incorporated in the Collateral is not rein the possession of any third party bailee (such as a warehouse), except for (i) Inventory in the possession of third-registered party processors or subcontractors in favour the ordinary course of business, (ii) Inventory at customer locations in the ordinary course of business, and (iii) Inventory stored with other third parties in the ordinary course of business, in an aggregate amount not to exceed $500,000 at any time. Except as hereafter disclosed to Bank in writing by Borrower, none of the Assignee and remains registered in favour components of the Loan OriginatorCollateral shall be maintained at locations other than as provided in the Perfection Certificate, or as set forth above. In the event that Borrower, after the date hereof, intends to store or otherwise deliver any portion of the Collateral to a bailee (other than as set forth above), then Borrower will first receive the written consent of Bank and such bailee must acknowledge in writing that the bailee is holding such Collateral for the benefit of Bank.
8.3(c) With respect to any leased premises of Borrower, Borrower shall, promptly upon Bank’s request therefor, use commercially reasonable efforts to deliver to Bank a landlord agreement (in form and substance satisfactory to Bank) duly executed by the lessor of such leased premises. The Loan Originator handles all matters related In the event that Bank requests such a landlord agreement and Borrower uses such efforts but does not succeed in delivering such a landlord agreement, Bank may (in its good faith business judgment) maintain a Reserve with respect to Collateral, including the registration, amending and cancellation of mortgages and commercial pledges, including submits and receives all necessary documents in the respective pledge registerssuch leased premises.
8.4(d) All Inventory is in all material respects of good and marketable quality, free from material defects.
(e) Borrower is the sole owner of its Intellectual Property, except for licenses otherwise allowed under Section 7.1 and for such Intellectual Property as is licensed by Borrower. The Assignee understands Each patent owned by Borrower is valid and agrees that the Loan Originator during the validity term enforceable and no part of the Agreement without a prior coordination with the Assignee may make Intellectual Property has been judged invalid or unenforceable, in whole or in part, and to Borrower’s knowledge, no claim has been made in writing that any amendments or sign any additional agreements to the Collateral documentation. The Assignee shall recognize such amendments to Collateral documents or additional agreements as binding and not make any complaints in this regard. The Loan Originator undertakes by making amendments or signing additional agreements to the Collateral documents to act in the interests part of the Assignee with due careIntellectual Property violates, in any material respect, the rights of any third party.
8.5. The Loan Originator shall keep all Collateral documentation and originals (f) Except as noted on the Perfection Certificate, Borrower is not a party to, nor is bound by, any material license or other agreement with respect to which Borrower is the licensee (i) that prohibits or otherwise restricts, in a manner enforceable under applicable law, Borrower from granting a security interest in Borrower’s interest in such license or agreement or any other property, or (ii) for which a default under or termination of the documents related to the registration of the pledge, including the land register certificate and the deed of commercial pledge registration. The Assignee understands and is informed that the Loan Originator has an obligation to ensure the confidentiality of the Borrowers’ personal data, therefore the Loan Originator shall not issue the documents related to the registration of pledge or their derivatives to the Assignee.
8.6. The Loan Originator by fulfilling the task provided by the Assignee pursuant to the Agreement has the could interfere with Bank’s right to sell any Collateral.
(g) The second proviso set forth in Exhibit A states that, if and to the extent that a perfected security interest in the underlying Excluded IP is required under applicable law (including without limitation pursuant to applicable judicial authority) to have a perfected security interest in the Included Proceeds of Excluded IP, then in such circumstance the Collateral or a part thereof pursuant shall include the underlying Excluded IP only to the Collateral documentationextent necessary under applicable law to permit perfection of Bank’s security interest in such Included Proceeds of Excluded IP.
8.7. The Assignee has an obligation immediately, but not later than within 5 (five) Business Days from the receipt of Mintos or the Loan Originator’s request to provide Mintos or the Loan Originator with all necessary authority, consents and permits for Mintos or the Loan Originator to be able to execute the rights and obligations specified in the Agreement.
8.8. The Assignee understands and is informed that Mintos and the Loan Originator are not obliged to disclose to the Assignee the information and/or documents related to the enforcement of the Collateral (if any) and/or other debt collection proceedings against the Borrower. The Assignee shall not make any complaints against Mintos, the Loan Originator and the Borrower in this regard.
Appears in 2 contracts
Sources: Loan and Security Agreement (Acclarent Inc), Loan and Security Agreement (Acclarent Inc)
Collateral. 8.1. This Section shall be applicable if Borrower has good title to, has rights in, and the power to transfer each item of the Collateral is expressly indicated among upon which it purports to ▇▇▇▇▇ ▇ ▇▇▇▇ hereunder, free and clear of any and all Liens except Permitted Liens. Borrower has no Deposit Accounts, Securities Accounts, Commodity Accounts or other information about investment accounts other than the Claim Collateral Accounts with Borrower’s Account Banks or the other investment accounts, if any, described in the Portal.
8.2Perfection Certificate delivered to Collateral Agent in connection herewith with respect of which Borrower has given Collateral Agent notice and taken such actions as are necessary to give Collateral Agent a perfected security interest therein. The Loan Originator along with On the Claim shall Effective Date, the Collateral (other than raw materials or unfinished products that may be in transit or located at third party manufacturing sites) is not transfer to in the Assignee all rights related thereto and existing at possession of any third party bailee (such as a warehouse) except as disclosed in the moment Perfection Certificate. None of the assignment arising from the Collateral. The Assignee understands that by assignment of the Claim security interest incorporated in the Collateral is not re-registered in favour of the Assignee and remains registered in favour of the Loan Originator.
8.3. The Loan Originator handles all matters related to Collateral, including the registration, amending and cancellation of mortgages and commercial pledges, including submits and receives all necessary documents in the respective pledge registers.
8.4. The Assignee understands and agrees that the Loan Originator during the validity term of the Agreement without a prior coordination with the Assignee may make any amendments or sign any additional agreements to the Collateral documentation. The Assignee shall recognize such amendments to Collateral documents or additional agreements as binding and not make any complaints in this regard. The Loan Originator undertakes by making amendments or signing additional agreements to the Collateral documents to act in the interests of the Assignee with due care.
8.5. The Loan Originator shall keep all Collateral documentation and originals of the documents related to the registration of the pledge, including the land register certificate and the deed of commercial pledge registration. The Assignee understands and is informed that the Loan Originator has an obligation to ensure the confidentiality of the Borrowers’ personal data, therefore the Loan Originator shall not issue the documents related to the registration of pledge or their derivatives to the Assignee.
8.6. The Loan Originator by fulfilling the task provided by the Assignee pursuant to the Agreement has the right to sell the Collateral or a part thereof pursuant to the Collateral documentation.
8.7. The Assignee has an obligation immediately, but not later than within 5 (five) Business Days from the receipt of Mintos or the Loan Originator’s request to provide Mintos or the Loan Originator with all necessary authority, consents and permits for Mintos or the Loan Originator to be able to execute the rights and obligations specified in the Agreement.
8.8. The Assignee understands and is informed that Mintos and the Loan Originator are not obliged to disclose to the Assignee the information and/or documents related to the enforcement components of the Collateral (other than raw materials or unfinished products that may be in transit or located at third party manufacturing sites) shall be maintained at locations other than as disclosed in the Perfection Certificate on the Effective Date or as permitted pursuant to Section 7.2. In the event that Borrower, after the Effective Date, intends to store or otherwise deliver any portion of the Collateral to a bailee (other than raw materials or unfinished products that may be in transit or located at third party manufacturing sites), then Borrower will first receive the written consent of Collateral Agent and such bailee must execute and deliver a bailee agreement in form and substance satisfactory to Collateral Agent in its reasonable discretion. All Inventory is in all material respects of good and marketable (although not necessarily approved for sale to the public as regulated by the FDA) quality, free from material defects. Borrower is the sole owner of its Intellectual Property, except for licenses permitted by the terms of Section 7.1 hereof and those licenses described in the Perfection Certificate. Schedule 5.2 sets forth all patents and patent applications owned or exclusively licensed to Borrower and indicates which of such patents and patent applications are owned by Borrower and which are licensed by Borrower from third parties (the “Licensed IP”). The Licensed IP is not necessary for the conduct of Borrower’s Ataluren (PTC124), PTC299 and GEMS research and development programs nor the manufacture, sale and marketing of products, if any, which may be developed from such programs. Each issued Patent owned by Borrower is, to the best of Borrower’s knowledge, valid and enforceable and no part of the Intellectual Property has been judged invalid or unenforceable, in whole or in part, and to the best of Borrower’s knowledge, no claim has been made that any part of the Intellectual Property violates the rights of any third party except to the extent such claim could not reasonably be expected to have a material adverse effect on Borrower’s business. Except as noted on the Perfection Certificate, Borrower is not a party to, nor is bound by, any material license or other agreement with respect to which Borrower is a licensee that (a) and/or prohibits or otherwise restricts Borrower from granting a security interest in Borrower’s interest in such license or agreement or any other debt collection proceedings against property, or (b) for which a default under or termination of could interfere with Collateral Agent’s right to sell any Collateral. Borrower shall provide written notice to Collateral Agent within ten (10) days of entering or becoming bound by any such license or agreement (other than over-the-counter software that is commercially available to the Borrowerpublic). The Assignee In respect of such licenses or agreements, Borrower shall take such steps as Collateral Agent requests to obtain the consent of, or waiver by, any person whose consent or waiver is necessary for (x) all such licenses or agreements to be deemed “Collateral” and for Collateral Agent to have a security interest in it that might otherwise be restricted or prohibited by law or by the terms of any such license or agreement, whether now existing or entered into in the future, and (y) Collateral Agent to have the ability in the event of a liquidation of any Collateral to dispose of such Collateral in accordance with Collateral Agent’s rights and remedies under this Agreement and the other Loan Documents. Notwithstanding the foregoing, the terms of the preceding sentence shall not make any complaints against Mintos, apply to exclusive and non-exclusive license agreements solely for the Loan Originator and use of the intellectual property of a third party in which Borrower in this regardis licensee.
Appears in 2 contracts
Sources: Loan and Security Agreement (PTC Therapeutics, Inc.), Loan and Security Agreement (PTC Therapeutics, Inc.)
Collateral. 8.1Borrower shall provide Collateral as determined and agreed upon by the Borrower and L▇▇▇▇▇ and memorialized using the Loan Term Sheet attached as Exhibit B. The Collateral will be defined as a percentage of the value of the Borrowed Asset, such value determined by a spot rate agreed upon in the Loan Term Sheet. This Section Borrower hereby pledges to Lender all Collateral conveyed, transferred and delivered to Lender from time to time pursuant to this Agreement, and hereby grants a first priority security interest therein, a Lien thereon, and in the event of a default hereunder a right of set-off against any amounts owed by L▇▇▇▇▇ to Borrower pursuant to this Agreement. Such lien and security interest shall secure the discharge of all obligations and liabilities of the Borrower to Lender under this Agreement, whether now existing or hereafter arising (including any interest and fees that may accrue after the commencement by or against the Borrower of any bankruptcy, insolvency, reorganization or similar proceeding). Lender shall hold, and be in control of, all Collateral in an account in the name of the Lender which shall be applicable if considered, for the Collateral is expressly indicated among other information about the Claim in the Portal.
8.2. The Loan Originator along with the Claim shall not transfer to the Assignee all rights related thereto and existing at the moment of the assignment arising from the Collateral. The Assignee understands that by assignment of the Claim security interest incorporated in the Collateral is not re-registered in favour of the Assignee and remains registered in favour of the Loan Originator.
8.3. The Loan Originator handles all matters related to Collateral, including the registration, amending and cancellation of mortgages and commercial pledges, including submits and receives all necessary documents in the respective pledge registers.
8.4. The Assignee understands and agrees that the Loan Originator during the validity term purposes of the Agreement without a prior coordination with the Assignee may make any amendments or sign any additional agreements to the Collateral documentation. The Assignee shall recognize such amendments to Collateral documents or additional agreements as binding titleholder, lienholder, and not make any complaints in this regard. The Loan Originator undertakes by making amendments or signing additional agreements to the Collateral documents to act in the interests of the Assignee with due care.
8.5. The Loan Originator shall keep all Collateral documentation and originals of the documents related to the registration of the pledge, including the land register certificate and the deed of commercial pledge registration. The Assignee understands and is informed that the Loan Originator has an obligation to ensure the confidentiality of the Borrowers’ personal data, therefore the Loan Originator shall not issue the documents related to the registration of pledge or their derivatives to the Assignee.
8.6. The Loan Originator by fulfilling the task provided by the Assignee pursuant to the Agreement has the right to sell the Collateral or a part thereof pursuant to the Collateral documentation.
8.7. The Assignee has an obligation immediately, but not later than within 5 (five) Business Days from the receipt of Mintos or the Loan Originator’s request to provide Mintos or the Loan Originator with all necessary authority, consents and permits for Mintos or the Loan Originator to be able to execute the rights and obligations specified in the Agreement.
8.8. The Assignee understands and is informed that Mintos and the Loan Originator are not obliged to disclose to the Assignee the information and/or documents related to the enforcement entitlement holder of the Collateral until redelivery of the amounts owed under the Loan (if anyalong with due interest and any other amounts owed hereunder) and/or other debt collection proceedings against by the Borrower. The Assignee To the extent that any financing statement is filed by Lender to perfect its security interest in posted Collateral pursuant to this Agreement and any Loan hereunder, with any applicable office, secretary of state, district recorder of deeds, personal property security register, or any other appropriate instrumentality, principality, province or government agency, Lender shall not use commercially reasonable efforts to promptly provide Borrower a copy of such filing. Further, in any jurisdiction where approval may be required for the filing of any financing statement (or similar instrument), Borrower hereby grants such approval to Lender to make any complaints against Mintos, the such filing in connection with a Loan Originator and the Borrower in this regardhereunder.
Appears in 2 contracts
Sources: Digital Currency Loan Agreement (Gemini Space Station, Inc.), Master Digital Currency Loan Agreement (Gemini Space Station, Inc.)
Collateral. 8.1Borrower has good title to, has rights in, and the power to transfer each item of Collateral upon which it purports to ▇▇▇▇▇ ▇ ▇▇▇▇ hereunder, free and clear of any and all Liens except Permitted Liens. This Section shall be applicable if Borrower has no deposit accounts other than the Collateral is expressly indicated among other information about the Claim deposit accounts with Bank and deposit accounts described in the Portal.
8.2Perfection Certificate delivered to Bank in connection herewith. The Loan Originator along with the Claim shall not transfer to the Assignee all rights related thereto and existing at the moment of the assignment arising from the Collateral. The Assignee understands that by assignment of the Claim security interest incorporated in the Collateral is not re-registered in favour the possession of any third party bailee (such as a warehouse) except as otherwise provided in the Perfection Certificate. None of the Assignee and remains registered in favour components of the Loan Originator.
8.3. The Loan Originator handles all matters related to Collateral, including the registration, amending and cancellation of mortgages and commercial pledges, including submits and receives all necessary documents Collateral shall be maintained at locations other than as provided in the respective pledge registers.
8.4Perfection Certificate. The Assignee understands and agrees In the event that Borrower, after the Loan Originator during the validity term date hereof, intends to store or otherwise deliver any portion of the Agreement without Collateral to a prior coordination bailee, then Borrower will first receive the written consent of Bank and such bailee must execute and deliver a bailee agreement in form and substance satisfactory to Bank in its sole discretion. Borrower is the sole owner of its intellectual property, except for non-exclusive licenses granted to its customers in the ordinary course of business. Each patent is valid and enforceable and no part of the intellectual property has been judged invalid or unenforceable, in whole or in part, and to the best of Borrower’s knowledge, no claim has been made that any part of the Intellectual Property violates the rights of any third party. Except as noted on the Perfection Certificate, Borrower is not a party to, nor is bound by, any material license or other agreement with respect to which Borrower is the licensee (a) that prohibits or otherwise restricts Borrower from granting a security interest in Borrower’s interest in such license or agreement or any other property, or (b) for which a default under or termination of could interfere with the Assignee may make any amendments or sign any additional agreements to the Collateral documentation. The Assignee shall recognize such amendments to Collateral documents or additional agreements as binding and not make any complaints in this regard. The Loan Originator undertakes by making amendments or signing additional agreements to the Collateral documents to act in the interests of the Assignee with due care.
8.5. The Loan Originator shall keep all Collateral documentation and originals of the documents related to the registration of the pledge, including the land register certificate and the deed of commercial pledge registration. The Assignee understands and is informed that the Loan Originator has an obligation to ensure the confidentiality of the Borrowers’ personal data, therefore the Loan Originator shall not issue the documents related to the registration of pledge or their derivatives to the Assignee.
8.6. The Loan Originator by fulfilling the task provided by the Assignee pursuant to the Agreement has the Bank’s right to sell the Collateral any Collateral. Borrower shall provide written notice to Bank within ten (10) days of entering or a part thereof pursuant becoming bound by any such license or agreement (other than over-the-counter software that is commercially available to the Collateral documentation.
8.7public). The Assignee has an obligation immediatelyBorrower shall take such steps as Bank requests to obtain the consent of, but not later than within 5 or waiver by, any person whose consent or waiver is necessary for (fivex) Business Days from the receipt of Mintos all such licenses or the Loan Originator’s request to provide Mintos or the Loan Originator with all necessary authority, consents and permits for Mintos or the Loan Originator agreements to be able deemed “Collateral” and for Bank to execute have a security interest in it that might otherwise be restricted or prohibited by law or by the terms of any such license or agreement, whether now existing or entered into in the future, and (y) Bank to have the ability in the event of a liquidation of any Collateral to dispose of such Collateral in accordance with Bank’s rights and obligations specified in the Agreement.
8.8. The Assignee understands and is informed that Mintos remedies under this Agreement and the other Loan Originator are not obliged to disclose to the Assignee the information and/or documents related to the enforcement of the Collateral (if any) and/or other debt collection proceedings against the Borrower. The Assignee shall not make any complaints against Mintos, the Loan Originator and the Borrower in this regardDocuments.”
Appears in 2 contracts
Sources: Loan Modification Agreement (Bridgeline Software, Inc.), Loan Modification Agreement (Bridgeline Software, Inc.)
Collateral. 8.1. This Section shall be applicable if Borrower has good title to, has rights in, and the power to transfer each item of the Collateral is expressly indicated among upon which it purports to ▇▇▇▇▇ ▇ ▇▇▇▇ hereunder, free and clear of any and all Liens except Permitted Liens. Borrower has no deposit accounts other information about than the Claim deposit accounts with Bank, the deposit accounts, if any, described in the Portal.
8.2Perfection Certificate delivered to Bank in connection herewith, or of which Borrower has given Bank notice and taken such actions as are necessary to give Bank a perfected security interest therein, The Accounts are bona fide, existing obligations of the Account Debtors. The Loan Originator along with the Claim shall not transfer to the Assignee all rights related thereto and existing at the moment of the assignment arising from the Collateral. The Assignee understands that by assignment of the Claim security interest incorporated in the Collateral is not re-registered in favour the possession of any third party bailee (such as a warehouse) except as otherwise provided in the Perfection Certificate. None of the Assignee and remains registered in favour components of the Loan Originator.
8.3. The Loan Originator handles all matters related to Collateral, including the registration, amending and cancellation of mortgages and commercial pledges, including submits and receives all necessary documents Collateral shall be maintained at locations other than as provided in the respective pledge registers.
8.4Perfection Certificate or as permitted pursuant to Section 7.2. The Assignee understands In the event that Borrower, after the date hereof, intends to store or otherwise deliver any portion of me Collateral to a bailee, then Borrower will first receive the written consent of Bank and agrees such bailee must execute and deliver a bailee agreement in form and substance satisfactory to Bank in its sole discretion, All Inventory is in all material respects of good and marketable quality, free from material defects other than that Inventory that is held for refurbishment or repair. Borrower is the Loan Originator during sole owner of its intellectual property, except for non-exclusive licenses granted to its customers in the validity term ordinary course of business. Each patent is valid and enforceable, and no part of the Agreement without intellectual property has been judged invalid or unenforceable, in whole or in part, and to the best of Borrower’s knowledge, no claim has been made (other than as disclosed in the Perfection Certificate) that any part of the intellectual property violates the rights of any third party except to the extent such claim could not reasonably be expected to have a prior coordination material adverse effect on Borrower’s business. Except as noted on the Perfection Certificate, Borrower is not a party to, nor is bound by, any material license or other agreement with respect to which Borrower is the licensee (a) that prohibits or otherwise restricts Borrower from granting a security interest in Borrower’s interest in such license or agreement or any other property, or (b) for which a default under or termination of could interfere with the Assignee may make any amendments or sign any additional agreements to the Collateral documentation. The Assignee shall recognize such amendments to Collateral documents or additional agreements as binding and not make any complaints in this regard. The Loan Originator undertakes by making amendments or signing additional agreements to the Collateral documents to act in the interests of the Assignee with due care.
8.5. The Loan Originator shall keep all Collateral documentation and originals of the documents related to the registration of the pledge, including the land register certificate and the deed of commercial pledge registration. The Assignee understands and is informed that the Loan Originator has an obligation to ensure the confidentiality of the Borrowers’ personal data, therefore the Loan Originator shall not issue the documents related to the registration of pledge or their derivatives to the Assignee.
8.6. The Loan Originator by fulfilling the task provided by the Assignee pursuant to the Agreement has the Bank’s right to sell the Collateral any Collateral. Borrower shall provide written notice to Bank within ten (10) days of entering or a part thereof pursuant becoming bound by any such license or agreement (other than over-the-counter software that is commercially available to the Collateral documentation.
8.7public). The Assignee has an obligation immediatelyBorrower shall take such steps as Bank requests to obtain the consent of, but not later than within 5 or waiver by, any person whose consent or waiver is necessary for (fivex) Business Days from the receipt of Mintos all such licenses or the Loan Originator’s request to provide Mintos or the Loan Originator with all necessary authority, consents and permits for Mintos or the Loan Originator agreements to be able deemed “Collateral” and for Bank to execute have a security interest in it that might otherwise be restricted or prohibited by law or by the terms of any such license or agreement, whether now existing or entered into in the future, and (y) Bank to have the ability in the event of a liquidation of any Collateral to dispose of such Collateral in accordance with Bank’s rights and obligations specified in the Agreement.
8.8. The Assignee understands and is informed that Mintos remedies under this Agreement and the other Loan Originator are not obliged to disclose to the Assignee the information and/or documents related to the enforcement of the Collateral (if any) and/or other debt collection proceedings against the Borrower. The Assignee shall not make any complaints against Mintos, the Loan Originator and the Borrower in this regardDocuments.
Appears in 1 contract
Collateral. 8.1Without waiving any of its other rights hereunder or under any other Loan Document, Lender shall have all rights and remedies of a secured party under the UCC (and the Uniform Commercial Code of any other applicable jurisdiction) and such other rights and remedies as may be available hereunder, under other applicable law, or pursuant to contract. This Section shall be applicable if If requested by Lender, Obligors will promptly assemble the Collateral is expressly indicated among other information about the Claim in the Portal.
8.2and make it available to Lender at a place designated by Lender. The Loan Originator along with the Claim shall not transfer to the Assignee all rights related thereto and existing at the moment Obligors agree that any notice by Lender of the assignment arising from the Collateral. The Assignee understands that by assignment sale or disposition of the Claim security interest incorporated in the Collateral is not re-registered in favour of the Assignee and remains registered in favour of the Loan Originator.
8.3. The Loan Originator handles all matters related to Collateral, including the registration, amending and cancellation of mortgages and commercial pledges, including submits and receives all necessary documents in the respective pledge registers.
8.4. The Assignee understands and agrees that the Loan Originator during the validity term of the Agreement without a prior coordination with the Assignee may make any amendments or sign any additional agreements to the Collateral documentation. The Assignee shall recognize such amendments to Collateral documents or additional agreements as binding and not make any complaints in this regard. The Loan Originator undertakes by making amendments or signing additional agreements to the Collateral documents to act in the interests of the Assignee with due care.
8.5. The Loan Originator shall keep all Collateral documentation and originals of the documents related to the registration of the pledge, including the land register certificate and the deed of commercial pledge registration. The Assignee understands and is informed that the Loan Originator has an obligation to ensure the confidentiality of the Borrowers’ personal data, therefore the Loan Originator shall not issue the documents related to the registration of pledge or their derivatives to the Assignee.
8.6. The Loan Originator by fulfilling the task provided by the Assignee pursuant to the Agreement has the right to sell the Collateral or a part thereof pursuant any other intended action hereunder, whether required by the UCC or otherwise, shall constitute reasonable notice to Obligors if the Collateral documentation.
8.7. The Assignee has an obligation immediately, but not later than within 5 notice is delivered to Borrower Agent in accordance with Section 10.4 at least five (five5) Business Days before the action to be taken. The proceeds realized from the receipt sale or other disposition of Mintos or any Collateral shall be applied to the Loan Originator’s request to provide Mintos or payment of the Loan Originator with all necessary authority, consents Obligations in such order and permits manner as Lender in its discretion shall determine. Each Credit Party shall be liable for Mintos or the Loan Originator to be able to execute the rights and obligations specified any deficiencies in the Agreement.
8.8. The Assignee understands and is informed that Mintos and event the Loan Originator are not obliged to disclose to proceeds of the Assignee the information and/or documents related to the enforcement disposition of the Collateral do not satisfy the Obligations in full. In connection with the foregoing, and notwithstanding any other terms of this Agreement or any Loan Document which may be to the contrary, Lender agrees not to exercise any right or remedy to sell or otherwise dispose of any Collateral (if anyincluding particularly but without limitation any trademarks, patents or copyrights) and/or pursuant hereto unless and until an Event of Default has occurred which is then continuing, and as a result thereof payment in full of the Obligations has been accelerated in accordance with the terms of this Agreement. In connection with the foregoing, and notwithstanding any other debt collection proceedings against terms of this Agreement or any Loan Document which may be to the Borrower. The Assignee shall contrary, Lender agrees not make to exercise any complaints against Mintosright or remedy to sell or otherwise dispose of any Collateral (including particularly but without limitation any trademarks, patents or copyrights) pursuant hereto unless and until an Event of Default has occurred which is then continuing, and as a result thereof payment in full of the Loan Originator and Obligations has been accelerated in accordance with the Borrower in terms of this regardAgreement.
Appears in 1 contract
Collateral. 8.1. This Section shall be applicable if (a) Borrower has good title to, has rights in, and the power to transfer each item of the Collateral is expressly indicated among upon which it purports to ▇▇▇▇▇ ▇ ▇▇▇▇ hereunder, free and clear of any and all Liens except Permitted Liens. Borrower has no deposit account other information about than the Claim deposit accounts with Bank and deposit accounts described in the PortalPerfection Certificate delivered to Bank in connection herewith or as disclosed to Bank pursuant to Section 6.8(b), other than deposit accounts not required to be disclosed pursuant to Section 6.8(b). The Accounts are bona fide, existing obligations of the Account Debtors.
8.2. (b) The Loan Originator along with the Claim shall not transfer to the Assignee all rights related thereto and existing at the moment of the assignment arising from the Collateral. The Assignee understands that by assignment of the Claim security interest incorporated in the Collateral is not re-registered in favour the possession of any third party bailee (such as a warehouse) except as otherwise provided in the Perfection Certificate. None of the Assignee and remains registered in favour components of the Loan Originator.
8.3. The Loan Originator handles all matters related to Collateral, including the registration, amending and cancellation of mortgages and commercial pledges, including submits and receives all necessary documents Collateral shall be maintained at locations other than as provided in the respective pledge registers.
8.4Perfection Certificate or as permitted pursuant to Section 7.2. The Assignee understands and agrees In the event that the Loan Originator during the validity term Borrower intends to store or otherwise deliver any portion of the Agreement without Collateral with an aggregate value in excess of $250,000 to any one or more bailees, then Borrower shall, promptly upon Bank’s request therefor, use commercially reasonable efforts to deliver to Bank a prior coordination bailee agreement (in form and substance satisfactory to Bank in its good faith business judgment) duly executed by such bailee. In the event that Bank requests such a bailee agreement and Borrower uses such efforts but does not succeed in delivering such a bailee agreement, Bank may (in its good faith business judgment) maintain a Reserve with the Assignee may make any amendments or sign any additional agreements respect to the Collateral documentationlocated with such bailee.
(c) With respect to any leased premises of Borrower at which Collateral with an aggregate value of more than $250,000 is located, Borrower shall, promptly upon Bank’s request therefor, use commercially reasonable efforts to deliver to Bank a landlord agreement (in form and substance satisfactory to Bank in its good faith business judgment) duly executed by the lessor of such leased premises. The Assignee shall recognize In the event that Bank requests such amendments a landlord agreement and Borrower uses such efforts but does not succeed in delivering such a landlord agreement, Bank may (in its good faith business judgment) maintain a Reserve with respect to Collateral documents such leased premises.
(d) All Inventory is in all material respects of good and marketable quality, free from material defects.
(e) Borrower is the sole owner of the Intellectual Property which it owns or additional agreements as binding and not make any complaints purports to own except for (a) non-exclusive licenses granted to its customers in this regard. The Loan Originator undertakes by making amendments or signing additional agreements the ordinary course of business, (b) over-the-counter software that is commercially available to the Collateral documents public, and (c) material Intellectual Property licensed to act in Borrower and noted on the interests Perfection Certificate. Each Patent which it owns or purports to own and which is material to Borrower’s business is valid and enforceable, and no part of the Assignee with due careIntellectual Property which Borrower owns or purports to own and which is material to Borrower’s business has been judged invalid or unenforceable, in whole or in part. To the best of Borrower’s knowledge, no claim has been made that any part of the Intellectual Property violates the rights of any third party except to the extent such claim would not reasonably be expected to have a material adverse effect on Borrower’s business.
8.5. The Loan Originator shall keep all Collateral documentation and originals of (f) Except as noted on the documents related to the registration of the pledgePerfection Certificate, including the land register certificate and the deed of commercial pledge registration. The Assignee understands and Borrower is informed that the Loan Originator has an obligation to ensure the confidentiality of the Borrowers’ personal datanot a party to, therefore the Loan Originator shall not issue the documents related to the registration of pledge or their derivatives to the Assigneenor is it bound by, any Restricted License.
8.6. The Loan Originator by fulfilling the task provided by the Assignee pursuant to the Agreement has the right to sell the Collateral or a part thereof pursuant to the Collateral documentation.
8.7. The Assignee has an obligation immediately, but not later than within 5 (five) Business Days from the receipt of Mintos or the Loan Originator’s request to provide Mintos or the Loan Originator with all necessary authority, consents and permits for Mintos or the Loan Originator to be able to execute the rights and obligations specified in the Agreement.
8.8. The Assignee understands and is informed that Mintos and the Loan Originator are not obliged to disclose to the Assignee the information and/or documents related to the enforcement of the Collateral (if any) and/or other debt collection proceedings against the Borrower. The Assignee shall not make any complaints against Mintos, the Loan Originator and the Borrower in this regard.
Appears in 1 contract
Collateral. 8.1. This Section shall be applicable if Borrower has good title to each item of the Collateral is expressly indicated among upon which it purports to ▇▇▇▇▇ ▇ ▇▇▇▇ hereunder, free and clear of any and all Liens except Permitted Liens. Borrower has no deposit accounts other information about than the Claim deposit accounts with Bank, the deposit accounts, if any described in the Portal.
8.2Perfection Certificate delivered to Bank in connection herewith, or of which Borrower has given Bank notice and taken such actions as are necessary to give Bank a perfected security interest therein. The Loan Originator along with the Claim shall not transfer to the Assignee all rights related thereto and Accounts are bona fide, existing at the moment obligations of the assignment arising from the CollateralAccount Debtors. The Assignee understands that by assignment of the Claim security interest incorporated in the Collateral is not re-registered in favour the possession of any third party bailee (such as a warehouse) except as otherwise provided in the Perfection Certificate. None of the Assignee and remains registered in favour of the Loan Originator.
8.3. The Loan Originator handles all matters related to Collateral, including the registration, amending and cancellation of mortgages and commercial pledges, including submits and receives all necessary documents in the respective pledge registers.
8.4. The Assignee understands and agrees that the Loan Originator during the validity term of the Agreement without a prior coordination with the Assignee may make any amendments or sign any additional agreements to the Collateral documentation. The Assignee shall recognize such amendments to Collateral documents or additional agreements as binding and not make any complaints in this regard. The Loan Originator undertakes by making amendments or signing additional agreements to the Collateral documents to act in the interests of the Assignee with due care.
8.5. The Loan Originator shall keep all Collateral documentation and originals of the documents related to the registration of the pledge, including the land register certificate and the deed of commercial pledge registration. The Assignee understands and is informed that the Loan Originator has an obligation to ensure the confidentiality of the Borrowers’ personal data, therefore the Loan Originator shall not issue the documents related to the registration of pledge or their derivatives to the Assignee.
8.6. The Loan Originator by fulfilling the task provided by the Assignee pursuant to the Agreement has the right to sell the Collateral or a part thereof pursuant to the Collateral documentation.
8.7. The Assignee has an obligation immediately, but not later than within 5 (five) Business Days from the receipt of Mintos or the Loan Originator’s request to provide Mintos or the Loan Originator with all necessary authority, consents and permits for Mintos or the Loan Originator to be able to execute the rights and obligations specified in the Agreement.
8.8. The Assignee understands and is informed that Mintos and the Loan Originator are not obliged to disclose to the Assignee the information and/or documents related to the enforcement components of the Collateral shall be maintained at locations other than as provided in the Perfection Certificate or as permitted pursuant to Section 7.2. In the event that Borrower, or any of its Subsidiaries, after the date hereof, intends to store or otherwise deliver any portion of the Collateral in excess of One Hundred Thirty Thousand Dollars (if any$130,000.00) and/or other debt collection proceedings against in the aggregate to a bailee, then Borrower will first receive the written consent of Bank and such bailee must execute and deliver a bailee agreement in form and substance satisfactory to Bank in its sole discretion. All Inventory is in all material respects of good and marketable quality, free from material defects. Borrower is the sole owner of the Intellectual Property which it owns or purports to own except for (a) non-exclusive licenses granted to its customers in the ordinary course of business, (b) over-the-counter software that is commercially available to the public, and (c) material Intellectual Property licensed to Borrower and noted on the Perfection Certificate. Each Patent which it owns or purports to own and which is material to Borrower’s business is to the knowledge of Borrower, valid and enforceable, and no part of the Intellectual Property which Borrower owns or purports to own and which is material to Borrower’s business, taken as a whole, has been judged invalid or unenforceable, in whole or in part. The Assignee shall To Borrower’s knowledge, no claim has been made that any part of the Intellectual Property violates the rights of any third party except to the extent such claim would not make have a material adverse effect on Borrower’s business, taken as a whole. Except as noted on the Perfection Certificate, Borrower is not a party to, nor is it bound by, any complaints against Mintos, the Loan Originator and the Borrower in this regardRestricted License.
Appears in 1 contract
Sources: Loan and Security Agreement (Global Telecom & Technology, Inc.)
Collateral. 8.1Borrower has good title to, has rights in, and the power to transfer each item of the Collateral upon which it purports to ▇▇▇▇▇ ▇ ▇▇▇▇ hereunder, free and clear of any and all Liens except Permitted Liens. This Section As of the date hereof, and as of the date of any future request for a Credit Extension, or Compliance Certificate, Borrower has no deposit accounts other than the deposit accounts with Bank, the deposit accounts, if any, described in the Perfection Certificate delivered to Bank in connection herewith, or of which Borrower has given Bank notice and taken such actions as are necessary to give Bank a perfected security interest therein. The Accounts are bona fide, existing obligations of the Account Debtors. The Collateral is not in the possession of any third party bailee (such as a warehouse) except as otherwise provided in the Perfection Certificate. None of the components of the Collateral valued in excess of Fifty Thousand Dollars ($50,000.00), in the aggregate, shall be applicable if maintained at locations other than as provided in the Perfection Certificate or as Borrower has given Bank notice pursuant to Section 7.2. In the event that Borrower, after the date hereof, intends to store or otherwise deliver any portion of the Collateral is expressly indicated among other information about the Claim to a bailee in excess of Fifty Thousand Dollars ($50,000.00), in the Portal.
8.2aggregate, then Borrower will first receive the written consent of Bank and such bailee must execute and deliver a bailee agreement in form and substance satisfactory to Bank in its sole discretion. The Loan Originator along Except as noted on the Perfection Certificate, Borrower is not a party to, nor is bound by, any license or other agreement with respect to which Borrower is the Claim licensee that prohibits or otherwise restricts Borrower from granting a security interest in Borrower's interest in such license or agreement or any other property. Borrower shall not transfer provide written notice to Bank within ten (10) days of entering or becoming bound by any such license or agreement which is reasonably likely to have a material impact on Borrower's business or financial condition (other than over-the-counter software that is commercially available to the Assignee public). Borrower shall take such steps as Bank requests to obtain the consent of, or waiver by, any person whose consent or waiver is necessary for all such licenses or contract rights related thereto to be deemed "Collateral" and existing at for Bank to have a security interest in it that might otherwise be restricted or prohibited by law or by the moment terms of the assignment arising from the Collateral. The Assignee understands that by any such license or agreement (such consent or authorization may include a licenser's agreement to a contingent assignment of the Claim security interest incorporated license to Bank if Bank determines that is necessary in its good faith judgment), whether now existing or entered into in the Collateral is future. Notwithstanding the foregoing, the terms of this paragraph shall not re-registered in favour of the Assignee apply to, and remains registered in favour of the Loan Originator.
8.3. The Loan Originator handles all matters related to Collateral, including the registration, amending and cancellation of mortgages and commercial pledges, including submits and receives all necessary documents in the respective pledge registers.
8.4. The Assignee understands and agrees that the Loan Originator during the validity term of the Agreement without a prior coordination with the Assignee may make any amendments or sign any additional agreements to the Collateral documentation. The Assignee shall recognize such amendments to Collateral documents or additional agreements as binding and not make any complaints in this regard. The Loan Originator undertakes by making amendments or signing additional agreements to the Collateral documents to act in the interests of the Assignee with due care.
8.5. The Loan Originator shall keep all Collateral documentation and originals of the documents related to the registration of the pledge, including the land register certificate and the deed of commercial pledge registration. The Assignee understands and is informed that the Loan Originator has an obligation to ensure the confidentiality of the Borrowers’ personal data, therefore the Loan Originator shall not issue include, license agreements solely for the documents related use of intellectual property of a third party, with respect to which license Borrower is the registration of pledge or their derivatives to the Assigneelicensee.
8.6. The Loan Originator by fulfilling the task provided by the Assignee pursuant to the Agreement has the right to sell the Collateral or a part thereof pursuant to the Collateral documentation.
8.7. The Assignee has an obligation immediately, but not later than within 5 (five) Business Days from the receipt of Mintos or the Loan Originator’s request to provide Mintos or the Loan Originator with all necessary authority, consents and permits for Mintos or the Loan Originator to be able to execute the rights and obligations specified in the Agreement.
8.8. The Assignee understands and is informed that Mintos and the Loan Originator are not obliged to disclose to the Assignee the information and/or documents related to the enforcement of the Collateral (if any) and/or other debt collection proceedings against the Borrower. The Assignee shall not make any complaints against Mintos, the Loan Originator and the Borrower in this regard.
Appears in 1 contract
Collateral. 8.1. This Section shall be applicable if Borrower has good title to, has rights in, and the power to transfer each item of the Collateral is expressly indicated among upon which it purports to grant a Lien hereunder, free and clear of any and all Liens except P▇▇▇▇▇▇▇▇ ▇▇▇ns. Borrower has no deposit accounts other information about than the Claim deposit accounts with Bank, the deposit accounts, if any, described in the Portal.
8.2Perfection Certificate delivered to Bank in connection herewith, or of which Borrower has given Bank notice and taken such actions as are necessary to give Bank a perfected security interest therein. The Loan Originator along with the Claim shall not transfer to the Assignee all rights related thereto and existing at the moment of the assignment arising from the Collateral. The Assignee understands that by assignment of the Claim security interest incorporated in the Collateral is not re-registered in favour the possession of any third party bailee (such as a warehouse). Except as hereafter disclosed to Bank in writing by Borrower, none of the Assignee and remains registered in favour components of the Loan Originator.
8.3. The Loan Originator handles all matters related to Collateral, including the registration, amending and cancellation of mortgages and commercial pledges, including submits and receives all necessary documents Collateral shall be maintained at locations other than as provided in the respective pledge registers.
8.4Perfection Certificate. The Assignee understands In the event that Borrower, after the date hereof, intends to store or otherwise deliver any portion of the Collateral to a bailee, then Borrower will first receive the written consent of Bank and agrees such bailee must acknowledge in writing that the Loan Originator during bailee is holding such Collateral for the validity term benefit of Bank. All Inventory is in all material respects of good and marketable quality, free from material defects. Borrower is the sole owner of its intellectual property, except for non-exclusive licenses granted to its customers in the ordinary course of business. Each patent is valid and enforceable and no part of the Agreement without intellectual property has been judged invalid or unenforceable, in whole or in part, and to the best of Borrower's knowledge, no claim has been made that any part of the intellectual property violates the rights of any third party. Except as noted on the Perfection Certificate, Borrower is not a prior coordination party to, nor is bound by, any material license or other agreement with respect to which Borrower is the licensee (a) that prohibits or otherwise restricts Borrower from granting a security interest in Borrower's interest in such license or agreement or any other property, or (b) for which a default under or termination of could interfere with the Assignee may make any amendments or sign any additional agreements to the Collateral documentation. The Assignee shall recognize such amendments to Collateral documents or additional agreements as binding and not make any complaints in this regard. The Loan Originator undertakes by making amendments or signing additional agreements to the Collateral documents to act in the interests of the Assignee with due care.
8.5. The Loan Originator shall keep all Collateral documentation and originals of the documents related to the registration of the pledge, including the land register certificate and the deed of commercial pledge registration. The Assignee understands and is informed that the Loan Originator has an obligation to ensure the confidentiality of the Borrowers’ personal data, therefore the Loan Originator shall not issue the documents related to the registration of pledge or their derivatives to the Assignee.
8.6. The Loan Originator by fulfilling the task provided by the Assignee pursuant to the Agreement has the Bank's right to sell the Collateral any Collateral. Borrower shall provide written notice to Bank within ten (10) days of entering or a part thereof pursuant becoming bound by any such license or agreement (other than over-the-counter software that is commercially available to the Collateral documentation.
8.7public). The Assignee has an obligation immediatelyBorrower shall take such steps as Bank requests to obtain the consent of, but not later than within 5 or waiver by, any person whose consent or waiver is necessary for (fivex) Business Days from the receipt of Mintos all such licenses or the Loan Originator’s request to provide Mintos or the Loan Originator with all necessary authority, consents and permits for Mintos or the Loan Originator agreements to be able deemed "Collateral" and for Bank to execute have a security interest in it that might otherwise be restricted or prohibited by law or by the terms of any such license or agreement, whether now existing or entered into in the future, and (y) Bank to have the ability in the event of a liquidation of any Collateral to dispose of such Collateral in accordance with Bank's rights and obligations specified in the Agreement.
8.8. The Assignee understands and is informed that Mintos remedies under this Agreement and the other Loan Originator are not obliged to disclose to the Assignee the information and/or documents related to the enforcement of the Collateral (if any) and/or other debt collection proceedings against the Borrower. The Assignee shall not make any complaints against Mintos, the Loan Originator and the Borrower in this regardDocuments.
Appears in 1 contract
Sources: Loan and Security Agreement (GlobalOptions Group, Inc.)
Collateral. 8.1. This Section shall be applicable if Borrower has good title to, has rights in, and the power to transfer each item of the Collateral is expressly indicated among upon which it purports to ▇▇▇▇▇ ▇ ▇▇▇▇ hereunder, free and clear of any and all Liens except Permitted Liens. Borrower has no deposit accounts other information about than the Claim deposit accounts with Bank and the deposit accounts, if any, described in the Portal.
8.2Perfection Certificate delivered to Bank in connection herewith. The Loan Originator along with the Claim shall not transfer to the Assignee all rights related thereto and existing at the moment of the assignment arising from the Collateral. The Assignee understands that by assignment of the Claim security interest incorporated in the Collateral is not re-registered in favour the possession of any third party bailee (such as a warehouse) except as otherwise provided in the Perfection Certificate. None of the Assignee and remains registered in favour components of the Loan Originator.
8.3. The Loan Originator handles all matters related to Collateral, including the registration, amending and cancellation of mortgages and commercial pledges, including submits and receives all necessary documents Collateral shall be maintained at locations other than as provided in the respective pledge registers.
8.4Perfection Certificate or as Borrower has given Bank notice pursuant to Section 7.2. The Assignee understands and agrees In the event that Borrower, after the Loan Originator during the validity term date hereof, intends to store or otherwise deliver any portion of the Agreement without Collateral to a prior coordination with bailee, then Borrower will first receive the Assignee may make any amendments written consent of Bank and such bailee must execute and deliver a bailee agreement in form and substance satisfactory to Bank in its sole discretion. All Inventory is in all material respects of good and marketable quality, free from material defects. Borrower owns or sign any additional agreements to the Collateral documentation. The Assignee shall recognize such amendments to Collateral documents or additional agreements as binding and not make any complaints in this regard. The Loan Originator undertakes by making amendments or signing additional agreements to the Collateral documents to act in the interests of the Assignee with due care.
8.5. The Loan Originator shall keep all Collateral documentation and originals of the documents related to the registration of the pledge, including the land register certificate and the deed of commercial pledge registration. The Assignee understands and is informed that the Loan Originator has an obligation to ensure the confidentiality of the Borrowers’ personal data, therefore the Loan Originator shall not issue the documents related to the registration of pledge or their derivatives to the Assignee.
8.6. The Loan Originator by fulfilling the task provided by the Assignee pursuant to the Agreement has the right to sell use the Collateral intellectual property used in its business, and except as set forth in the Disclosure Schedule attached hereto, Borrower has not granted any exclusive licenses to use its intellectual property. To Borrower’s knowledge, each of its patents is valid and enforceable, and no part of the intellectual property has been judged invalid or a part thereof pursuant unenforceable, in whole or in part, and to the Collateral documentation.
8.7Borrower’s knowledge, no claim has been made that any part of the intellectual property violates the rights of any third party except to the extent such claim could not reasonably be expected to have a material adverse effect on Borrower’s business. The Assignee has an obligation immediatelyExcept as noted on the Disclosure Schedule attached hereto, but Borrower is not later a party to, nor is bound by, any license or other agreement with respect to which Borrower is the licensee that prohibits or otherwise restricts Borrower from granting a security interest in Borrower’s interest in such license or agreement or any other property. Borrower shall provide written notice to Bank within ten (10) days of entering or becoming bound by any such license or agreement which is reasonably likely to have a material impact on Borrower’s business or financial condition (other than within 5 (five) Business Days from over-the-counter software that is commercially available to the receipt of Mintos public). Borrower shall take such steps as Bank requests to obtain the consent of, or the Loan Originator’s request to provide Mintos waiver by, any person whose consent or the Loan Originator with waiver is necessary for all necessary authority, consents and permits for Mintos such licenses or the Loan Originator contract rights to be able deemed “Collateral” and for Bank to execute have a security interest in it that might otherwise be restricted or prohibited by law or by the rights and obligations specified terms of any such license or agreement (such consent or authorization may include a licensor’s agreement to a contingent assignment of the license to Bank if Bank determines that is necessary in its good faith judgment), whether now existing or entered into in the Agreementfuture.
8.8. The Assignee understands and is informed that Mintos and the Loan Originator are not obliged to disclose to the Assignee the information and/or documents related to the enforcement of the Collateral (if any) and/or other debt collection proceedings against the Borrower. The Assignee shall not make any complaints against Mintos, the Loan Originator and the Borrower in this regard.
Appears in 1 contract
Sources: Loan and Security Agreement (Technest Holdings Inc)
Collateral. 8.1. This Section shall be applicable if Borrower has good title to, has rights in, and the power to transfer each item of the Collateral is expressly indicated among upon which it purports to ▇▇▇▇▇ ▇ ▇▇▇▇ hereunder, free and clear of any and all Liens except Permitted Liens. Borrower has no deposit accounts other information about than the Claim deposit accounts with Bank, the deposit accounts, if any described in the Portal.
8.2Perfection Certificate delivered to Bank in connection herewith, or of which Borrower has given Bank notice and taken such actions as are necessary to give Bank a perfected security interest therein. The Loan Originator along with the Claim shall not transfer to the Assignee all rights related thereto and Accounts are bona fide, existing at the moment obligations of the assignment arising from the CollateralAccount Debtors. The Assignee understands that by assignment of the Claim security interest incorporated in the Collateral is not re-registered in favour the possession of any third party bailee (such as a warehouse) except as permitted pursuant to Section 7.2. None of the Assignee and remains registered in favour of the Loan Originator.
8.3. The Loan Originator handles all matters related to Collateral, including the registration, amending and cancellation of mortgages and commercial pledges, including submits and receives all necessary documents in the respective pledge registers.
8.4. The Assignee understands and agrees that the Loan Originator during the validity term of the Agreement without a prior coordination with the Assignee may make any amendments or sign any additional agreements to the Collateral documentation. The Assignee shall recognize such amendments to Collateral documents or additional agreements as binding and not make any complaints in this regard. The Loan Originator undertakes by making amendments or signing additional agreements to the Collateral documents to act in the interests of the Assignee with due care.
8.5. The Loan Originator shall keep all Collateral documentation and originals of the documents related to the registration of the pledge, including the land register certificate and the deed of commercial pledge registration. The Assignee understands and is informed that the Loan Originator has an obligation to ensure the confidentiality of the Borrowers’ personal data, therefore the Loan Originator shall not issue the documents related to the registration of pledge or their derivatives to the Assignee.
8.6. The Loan Originator by fulfilling the task provided by the Assignee pursuant to the Agreement has the right to sell the Collateral or a part thereof pursuant to the Collateral documentation.
8.7. The Assignee has an obligation immediately, but not later than within 5 (five) Business Days from the receipt of Mintos or the Loan Originator’s request to provide Mintos or the Loan Originator with all necessary authority, consents and permits for Mintos or the Loan Originator to be able to execute the rights and obligations specified in the Agreement.
8.8. The Assignee understands and is informed that Mintos and the Loan Originator are not obliged to disclose to the Assignee the information and/or documents related to the enforcement components of the Collateral shall be maintained at locations other than as provided in the Perfection Certificate or as permitted pursuant to Section 7.2. In the event that Borrower, after the date hereof, intends to store or otherwise deliver any portion of the Collateral valued, individually or in the aggregate, in excess of One Hundred Thousand Dollars (if any$100,000) and/or to a bailee , then Borrower will first receive the written consent of Bank and such bailee must execute and deliver a bailee agreement in form and substance satisfactory to Bank in its sole discretion. All Inventory is in all material respects of good and marketable quality, free from material defects. Borrower is the sole owner of the Intellectual Property which it owns or purports to own except for (a) non-exclusive licenses granted to its customers in the ordinary course of business, (b) over-the-counter software that is commercially available to the public and other debt collection proceedings against immaterial Intellectual Property licensed to Borrower, and (c) material Intellectual Property licensed to Borrower and noted on the Perfection Certificate. Each Patent which it owns or purports to own and which is material to Borrower’s business is valid and enforceable, and no part of the Intellectual Property which Borrower owns or purports to own and which is material to Borrower’s business has been judged invalid or unenforceable, in whole or in part. The Assignee shall To the best of Borrower’s knowledge, no claim has been made in writing that any part of the Intellectual Property violates the rights of any third party except to the extent such claim would not make have a material adverse effect on Borrower’s business. Except as previously disclosed to Bank, Borrower is not a party to, nor is it bound by, any complaints against Mintos, the Loan Originator and the Borrower in this regardRestricted License.
Appears in 1 contract
Sources: Mezzanine Loan and Security Agreement (Xactly Corp)
Collateral. 8.1. This Section shall be applicable if Borrower has good title to, has rights in, and the power to transfer each item of the Collateral is expressly indicated among upon which it purports to ▇▇▇▇▇ ▇ ▇▇▇▇ hereunder, free and clear of any and all Liens except Permitted Liens. Borrower has no deposit accounts other information about than the Claim deposit accounts with Bank, the deposit accounts, if any described in the Portal.
8.2Perfection Certificate delivered to Bank in connection herewith, or of which Borrower has given Bank notice and taken such actions as are necessary to give Bank a perfected security interest therein. The Loan Originator along with the Claim shall not transfer to the Assignee all rights related thereto and Accounts are bona fide, existing at the moment obligations of the assignment arising from the CollateralAccount Debtors. The Assignee understands that by assignment of the Claim security interest incorporated in the Collateral is not re-registered in favour the possession of any third party bailee (such as a warehouse) except as otherwise provided in the Perfection Certificate or as permitted pursuant to Section 7.2. None of the Assignee and remains registered in favour of the Loan Originator.
8.3. The Loan Originator handles all matters related to Collateral, including the registration, amending and cancellation of mortgages and commercial pledges, including submits and receives all necessary documents in the respective pledge registers.
8.4. The Assignee understands and agrees that the Loan Originator during the validity term of the Agreement without a prior coordination with the Assignee may make any amendments or sign any additional agreements to the Collateral documentation. The Assignee shall recognize such amendments to Collateral documents or additional agreements as binding and not make any complaints in this regard. The Loan Originator undertakes by making amendments or signing additional agreements to the Collateral documents to act in the interests of the Assignee with due care.
8.5. The Loan Originator shall keep all Collateral documentation and originals of the documents related to the registration of the pledge, including the land register certificate and the deed of commercial pledge registration. The Assignee understands and is informed that the Loan Originator has an obligation to ensure the confidentiality of the Borrowers’ personal data, therefore the Loan Originator shall not issue the documents related to the registration of pledge or their derivatives to the Assignee.
8.6. The Loan Originator by fulfilling the task provided by the Assignee pursuant to the Agreement has the right to sell the Collateral or a part thereof pursuant to the Collateral documentation.
8.7. The Assignee has an obligation immediately, but not later than within 5 (five) Business Days from the receipt of Mintos or the Loan Originator’s request to provide Mintos or the Loan Originator with all necessary authority, consents and permits for Mintos or the Loan Originator to be able to execute the rights and obligations specified in the Agreement.
8.8. The Assignee understands and is informed that Mintos and the Loan Originator are not obliged to disclose to the Assignee the information and/or documents related to the enforcement components of the Collateral shall be maintained at locations other than as provided in the Perfection Certificate or as permitted pursuant to Section 7.2. In the event that Borrower, after the date hereof, intends to store or otherwise deliver any portion of the Collateral to a bailee valued in excess of Two Hundred Fifty Thousand Dollars (if any$250,000), then Borrower will first receive the written consent of Bank and such bailee must execute and deliver a bailee agreement in form and substance satisfactory to Bank in its sole discretion. All Inventory is in all material respects of good and marketable quality, free from material defects. Borrower is the sole owner of the Intellectual Property which it owns or purports to own except for (a) and/or non-exclusive licenses granted to its customers in the ordinary course of business, (b) over-the-counter software that is commercially available to the public and other debt collection proceedings against immaterial Intellectual Property licensed to Borrower, and (c) material Intellectual Property licensed to Borrower and noted on the Perfection Certificate. Each Patent which it owns or purports to own and which is material to Borrower’s business is valid and enforceable, and no part of the Intellectual Property which Borrower owns or purports to own and which is material to Borrower’s business has been judged invalid or unenforceable, in whole or in part. The Assignee shall To the best of Borrower’s knowledge, no claim has been made in writing that any part of the Intellectual Property violates the rights of any third party except to the extent such claim would not make have a material adverse effect on Borrower’s business. Except as previously disclosed to Bank or noted on the Perfection Certificate, Borrower is not a party to, nor is it bound by, any complaints against Mintos, the Loan Originator and the Borrower in this regardRestricted License.
Appears in 1 contract
Collateral. 8.1Borrower has good title to the Collateral, free of Liens except Permitted Liens. This Section shall be applicable if Borrower has no deposit account, other than the Collateral is expressly indicated among other information about the Claim deposit accounts with Bank and deposit accounts described in the Portal.
8.2Perfection Certificate delivered to the Bank in connection herewith. The Loan Originator along with Accounts are bona fide, existing obligations, and the Claim shall not transfer service or property has been performed or delivered to the Assignee all rights related thereto and existing at account debtor or its agent for immediate shipment to the moment of the assignment arising from the Collateralaccount debtor. The Assignee understands that by assignment of the Claim security interest incorporated in the Collateral is not re-registered in favour the possession of any third party bailee (such as a warehouse). Except as hereafter disclosed to the Bank in writing by Borrower, none of the Assignee and remains registered in favour of the Loan Originator.
8.3. The Loan Originator handles all matters related to Collateral, including the registration, amending and cancellation of mortgages and commercial pledges, including submits and receives all necessary documents in the respective pledge registers.
8.4. The Assignee understands and agrees that the Loan Originator during the validity term of the Agreement without a prior coordination with the Assignee may make any amendments or sign any additional agreements to the Collateral documentation. The Assignee shall recognize such amendments to Collateral documents or additional agreements as binding and not make any complaints in this regard. The Loan Originator undertakes by making amendments or signing additional agreements to the Collateral documents to act in the interests of the Assignee with due care.
8.5. The Loan Originator shall keep all Collateral documentation and originals of the documents related to the registration of the pledge, including the land register certificate and the deed of commercial pledge registration. The Assignee understands and is informed that the Loan Originator has an obligation to ensure the confidentiality of the Borrowers’ personal data, therefore the Loan Originator shall not issue the documents related to the registration of pledge or their derivatives to the Assignee.
8.6. The Loan Originator by fulfilling the task provided by the Assignee pursuant to the Agreement has the right to sell the Collateral or a part thereof pursuant to the Collateral documentation.
8.7. The Assignee has an obligation immediately, but not later than within 5 (five) Business Days from the receipt of Mintos or the Loan Originator’s request to provide Mintos or the Loan Originator with all necessary authority, consents and permits for Mintos or the Loan Originator to be able to execute the rights and obligations specified in the Agreement.
8.8. The Assignee understands and is informed that Mintos and the Loan Originator are not obliged to disclose to the Assignee the information and/or documents related to the enforcement components of the Collateral shall be maintained at locations other than as provided in the Perfection Certificate. In the event that Borrower, after the date hereof, intends to store or otherwise deliver any portion of the Collateral to a bailee, then Borrower will first receive the written consent of Bank, not to be unreasonably withheld, and such bailee must acknowledge in writing that the bailee is also holding such Collateral for the benefit of Bank (if any) and/or other debt collection proceedings against in addition to the Borrower). The Assignee shall not make Borrower has no knowledge of any complaints against Mintosactual or imminent Insolvency Proceeding of any account debtor whose accounts are an Eligible Account in any Borrowing Base Certificate. Borrower is the sole owner of or has all necessary rights and interests to the Intellectual Property, except for non-exclusive licenses (or exclusive licenses for a particular field of use or geographic area) granted to its customers in the Loan Originator and the Borrower in this regardordinary course of business.
Appears in 1 contract
Collateral. 8.1Borrower has good title to the Collateral, free of Liens except Permitted Liens. This Section Borrower has no deposit account other than the deposit accounts with Bank and deposit accounts described in the Perfection Certificate delivered to Bank in connection herewith. The Collateral is not in the possession of any third party bailee (such as a warehouse). Except as hereafter disclosed to Bank in writing by Borrower, none of the components of the Collateral shall be applicable if maintained at locations other than as provided in the Perfection Certificate. In the event that Borrower, after the date hereof, intends to store or otherwise deliver any portion of the Collateral to a bailee, then Borrower will first receive the written consent of Bank and such bailee must acknowledge in writing that the bailee is expressly indicated among other information about holding such Collateral for the Claim benefit of Bank. All Inventory is in all material respects of good and marketable quality, free from material defects. Borrower is the sole owner of its Intellectual Property, except for non-exclusive licenses granted to its customers in the Portal.
8.2ordinary course of business. The Loan Originator along with Each Patent is valid and enforceable and no part of the Claim shall not transfer Intellectual Property has been judged invalid or unenforceable, in whole or in part, and to the Assignee all rights related thereto and existing at the moment best of Borrower's knowledge, no claim has been made that any part of the assignment arising Intellectual Property violates the rights of any third party. Except as noted on the Perfection Certificate, Borrower is not a party to, nor is bound by, any material license or other agreement with respect to which Borrower is the licensee that prohibits or otherwise restricts Borrower from granting a security interest in Borrower's interest in such license or agreement or any other property. Borrower shall provide written notice to Bank within ten (10) days of entering or becoming bound by any such license or agreement which is reasonably likely to have a material impact on Borrower's business or financial condition (other than over-the-counter software that is commercially available to the public). Borrower shall take such steps as Bank requests to obtain the consent of, or waiver by, any person whose consent or waiver is necessary for all such licenses or contract rights to be deemed "Collateral. The Assignee understands " and for Bank to have a security interest in it that might otherwise be restricted or prohibited by law or by the terms of any such license or agreement (such consent or authorization may include a licensor's agreement to a contingent assignment of the Claim security interest incorporated license to Bank if Bank determines that is necessary in its good faith judgment), whether now existing or entered into in the Collateral is not re-registered in favour of the Assignee and remains registered in favour of the Loan Originatorfuture.
8.3. The Loan Originator handles all matters related to Collateral, including the registration, amending and cancellation of mortgages and commercial pledges, including submits and receives all necessary documents in the respective pledge registers.
8.4. The Assignee understands and agrees that the Loan Originator during the validity term of the Agreement without a prior coordination with the Assignee may make any amendments or sign any additional agreements to the Collateral documentation. The Assignee shall recognize such amendments to Collateral documents or additional agreements as binding and not make any complaints in this regard. The Loan Originator undertakes by making amendments or signing additional agreements to the Collateral documents to act in the interests of the Assignee with due care.
8.5. The Loan Originator shall keep all Collateral documentation and originals of the documents related to the registration of the pledge, including the land register certificate and the deed of commercial pledge registration. The Assignee understands and is informed that the Loan Originator has an obligation to ensure the confidentiality of the Borrowers’ personal data, therefore the Loan Originator shall not issue the documents related to the registration of pledge or their derivatives to the Assignee.
8.6. The Loan Originator by fulfilling the task provided by the Assignee pursuant to the Agreement has the right to sell the Collateral or a part thereof pursuant to the Collateral documentation.
8.7. The Assignee has an obligation immediately, but not later than within 5 (five) Business Days from the receipt of Mintos or the Loan Originator’s request to provide Mintos or the Loan Originator with all necessary authority, consents and permits for Mintos or the Loan Originator to be able to execute the rights and obligations specified in the Agreement.
8.8. The Assignee understands and is informed that Mintos and the Loan Originator are not obliged to disclose to the Assignee the information and/or documents related to the enforcement of the Collateral (if any) and/or other debt collection proceedings against the Borrower. The Assignee shall not make any complaints against Mintos, the Loan Originator and the Borrower in this regard.
Appears in 1 contract
Sources: Loan and Security Agreement (Concurrent Computer Corp/De)
Collateral. 8.1Borrower has good title to, has rights in, and the power to transfer each item of the Collateral upon which it purports to ▇▇▇▇▇ ▇ ▇▇▇▇ hereunder, free and clear of any and all Liens except Permitted Liens. This Section Borrower has no deposit accounts other than the deposit accounts with Bank, the deposit accounts, if any, described in the Perfection Certificate delivered to Bank in connection herewith, or of which Borrower has given Bank notice and taken such actions as are necessary to give Bank a perfected security interest therein. The Accounts are bona fide, existing obligations of the Account Debtors. The Collateral is not in the possession of any third party bailee (such as a warehouse) except as otherwise provided in the Perfection Certificate and except with respect to mobile equipment in possession of employees with an aggregate value not exceeding Fifty Thousand Dollars ($50,000.00). None of the components of the Collateral shall be applicable if maintained at locations other than as provided in the Perfection Certificate or as Borrower has given Bank notice pursuant to Section 7.2, except for mobile equipment in possession of employees with an aggregate value not exceeding Fifty Thousand Dollars ($50,000.00). In the event that Borrower, after the date hereof, intends to store or otherwise deliver any portion of the Collateral to a bailee (except with respect to mobile equipment in possession of employees with an aggregate value not exceeding Fifty Thousand Dollars ($50,000.00)), then Borrower will first receive the written consent of Bank and such bailee must execute and deliver a bailee agreement in form and substance satisfactory to Bank in its reasonable discretion. All Inventory is expressly indicated among in all material respects of good and marketable quality, free from material defects. Except as noted on the Perfection Certificate, Borrower is not a party to, nor is bound by, any material license or other information about agreement with respect to which Borrower is the Claim licensee that prohibits or otherwise restricts Borrower from granting a security interest in the Portal.
8.2Borrower’s interest in such license or agreement or any other property. The Loan Originator along with the Claim Borrower shall not transfer provide written notice to Bank within ten (10) days of entering or becoming bound by any such license or agreement which is reasonably likely to have a material impact on Borrower’s business or financial condition (other than over-the-counter software that is commercially available to the Assignee public). Borrower shall take such steps as Bank requests to obtain the consent of, or waiver by, any person whose consent or waiver is necessary for all such licenses or contract rights related thereto to be deemed “Collateral” and existing at for Bank to have a security interest in it that might otherwise be restricted or prohibited by law or by the moment terms of the assignment arising from the Collateral. The Assignee understands that by any such license or agreement (such consent or authorization may include a licensor’s agreement to a contingent assignment of the Claim security interest incorporated license to Bank if Bank determines that is necessary in its reasonable business judgment), whether now existing or entered into in the Collateral is not re-registered in favour of the Assignee and remains registered in favour of the Loan Originatorfuture.
8.3. The Loan Originator handles all matters related to Collateral, including the registration, amending and cancellation of mortgages and commercial pledges, including submits and receives all necessary documents in the respective pledge registers.
8.4. The Assignee understands and agrees that the Loan Originator during the validity term of the Agreement without a prior coordination with the Assignee may make any amendments or sign any additional agreements to the Collateral documentation. The Assignee shall recognize such amendments to Collateral documents or additional agreements as binding and not make any complaints in this regard. The Loan Originator undertakes by making amendments or signing additional agreements to the Collateral documents to act in the interests of the Assignee with due care.
8.5. The Loan Originator shall keep all Collateral documentation and originals of the documents related to the registration of the pledge, including the land register certificate and the deed of commercial pledge registration. The Assignee understands and is informed that the Loan Originator has an obligation to ensure the confidentiality of the Borrowers’ personal data, therefore the Loan Originator shall not issue the documents related to the registration of pledge or their derivatives to the Assignee.
8.6. The Loan Originator by fulfilling the task provided by the Assignee pursuant to the Agreement has the right to sell the Collateral or a part thereof pursuant to the Collateral documentation.
8.7. The Assignee has an obligation immediately, but not later than within 5 (five) Business Days from the receipt of Mintos or the Loan Originator’s request to provide Mintos or the Loan Originator with all necessary authority, consents and permits for Mintos or the Loan Originator to be able to execute the rights and obligations specified in the Agreement.
8.8. The Assignee understands and is informed that Mintos and the Loan Originator are not obliged to disclose to the Assignee the information and/or documents related to the enforcement of the Collateral (if any) and/or other debt collection proceedings against the Borrower. The Assignee shall not make any complaints against Mintos, the Loan Originator and the Borrower in this regard.
Appears in 1 contract
Sources: Loan and Security Agreement (NMS Communications Corp)
Collateral. 8.1Borrower has good title to, has rights in, and the power to transfer each item of the Collateral upon which it purports to ▇▇▇▇▇ ▇ ▇▇▇▇ hereunder, free and clear of any and all Liens except Permitted Liens. This Section Borrower has no deposit accounts other than the deposit accounts with Bank, the deposit accounts, if any, described in the Perfection Certificate delivered to Bank in connection herewith, or of which Borrower has given Bank notice and taken such actions as are necessary to give Bank a perfected security interest therein. The Accounts are bona fide, existing obligations of the Account Debtors. The Collateral is not in the possession of any third party bailee (such as a warehouse) except as otherwise provided in the Perfection Certificate; provided, however, that Borrower shall have the right to deliver possession of completed products to its customers before such customers have purchased such products, either for evaluation purposes or pursuant to an advance-delivery “kan-ban” arrangement. Borrower shall give Bank notice of all such kan-ban arrangements and shall report on the amount of product held in such arrangements in its monthly reports. Bank shall not require Bailee’s Waivers from Borrower’s customers who are party to kan-ban arrangements. None of the components of the Collateral shall be applicable if maintained at locations other than as provided in the Perfection Certificate or as Borrower has given Bank notice pursuant to Section 7.2. In the event that Borrower, after the date hereof, intends to store or otherwise deliver any portion of the Collateral to a bailee (other than a kan-ban arrangement) with an aggregate value in excess of One Hundred Thousand Dollars ($100,000.00), then Borrower will first receive a written acknowledgement from such bailee in form and substance reasonably satisfactory to Bank in its sole discretion. All Inventory is expressly indicated among in all material respects of good and marketable quality, free from material defects. Except as noted on the Perfection Certificate, Borrower is not a party to, nor is bound by, any license or other information about agreement with respect to which Borrower is the Claim licensee, other than (i) licenses or agreements for software that Borrower incorporates into products for distribution to its customers, (ii) software licensed for internal use by Borrower and (iii) shrink-wrap, freeware and open source software licenses (collectively “Excluded Licenses”) that prohibits or otherwise restricts Borrower from granting a security interest in the Portal.
8.2Borrower’s interest in such license or agreement or any other property. The Loan Originator along with the Claim Borrower shall not transfer provide written notice to Bank within ten (10) days of entering or becoming bound by any such license or agreement, other than Excluded Licenses, which is reasonably likely to have a material impact on Borrower’s business or financial condition (other than over-the-counter software that is commercially available to the Assignee public). Borrower shall take such steps as Bank requests to obtain the consent of, or waiver by, any person whose consent or waiver is necessary for all rights related thereto such licenses or contract rights, other than Excluded Licenses to be deemed “Collateral” and existing at for Bank to have a security interest in it that might otherwise be restricted or prohibited by law or by the moment terms of the assignment arising from the Collateral. The Assignee understands that by any such license or agreement (such consent or authorization may include a licensor’s agreement to a contingent assignment of the Claim security interest incorporated license to Bank if Bank determines that is necessary in its good faith judgment), whether now existing or entered into in the Collateral is not re-registered in favour of the Assignee and remains registered in favour of the Loan Originatorfuture.
8.3. The Loan Originator handles all matters related to Collateral, including the registration, amending and cancellation of mortgages and commercial pledges, including submits and receives all necessary documents in the respective pledge registers.
8.4. The Assignee understands and agrees that the Loan Originator during the validity term of the Agreement without a prior coordination with the Assignee may make any amendments or sign any additional agreements to the Collateral documentation. The Assignee shall recognize such amendments to Collateral documents or additional agreements as binding and not make any complaints in this regard. The Loan Originator undertakes by making amendments or signing additional agreements to the Collateral documents to act in the interests of the Assignee with due care.
8.5. The Loan Originator shall keep all Collateral documentation and originals of the documents related to the registration of the pledge, including the land register certificate and the deed of commercial pledge registration. The Assignee understands and is informed that the Loan Originator has an obligation to ensure the confidentiality of the Borrowers’ personal data, therefore the Loan Originator shall not issue the documents related to the registration of pledge or their derivatives to the Assignee.
8.6. The Loan Originator by fulfilling the task provided by the Assignee pursuant to the Agreement has the right to sell the Collateral or a part thereof pursuant to the Collateral documentation.
8.7. The Assignee has an obligation immediately, but not later than within 5 (five) Business Days from the receipt of Mintos or the Loan Originator’s request to provide Mintos or the Loan Originator with all necessary authority, consents and permits for Mintos or the Loan Originator to be able to execute the rights and obligations specified in the Agreement.
8.8. The Assignee understands and is informed that Mintos and the Loan Originator are not obliged to disclose to the Assignee the information and/or documents related to the enforcement of the Collateral (if any) and/or other debt collection proceedings against the Borrower. The Assignee shall not make any complaints against Mintos, the Loan Originator and the Borrower in this regard.
Appears in 1 contract
Collateral. 8.1Borrower has good title to the Collateral, free of Liens except Permitted Liens. This Section shall be applicable if Borrower has no deposit account other than the Collateral is expressly indicated among other information about the Claim deposit accounts with Bank and deposit accounts described in the Portal.
8.2Perfection Certificate delivered to Bank in connection herewith or of which Borrower has given Bank notice and taken such actions as are necessary to give Bank a perfected security interest therein, pursuant to documentation reasonably acceptable to Bank. The Loan Originator along with the Claim shall not transfer to the Assignee all rights related thereto and Accounts are bona fide, existing at the moment obligations of the assignment arising from the CollateralAccount Debtors. The Assignee understands that by assignment of the Claim security interest incorporated in the Collateral is not re-registered in favour the possession of any third party bailee (such as a warehouse) except as otherwise provided in the Perfection Certificate. None of the Assignee and remains registered in favour components of the Loan Originator.
8.3. The Loan Originator handles all matters related to Collateral, including the registration, amending and cancellation of mortgages and commercial pledges, including submits and receives all necessary documents Collateral shall be maintained at locations other than as provided in the respective pledge registers.
8.4Perfection Certificate or as permitted pursuant to Section 7.2. The Assignee understands and agrees In the event that Borrower, after the Loan Originator during the validity term date hereof, intends to store or otherwise deliver any portion of the Agreement without Collateral to a prior coordination bailee, then Borrower will first receive the written consent of Bank and such bailee must execute and deliver a bailee agreement in form and substance satisfactory to Bank in its sole discretion. All Inventory is in all material respects of good and marketable quality, free from material defects. Borrower has not granted any Liens against or licenses to its intellectual property, except for non-exclusive licenses granted to its customers in the ordinary course of business. Each patent is valid and enforceable, and no part of the intellectual property has been judged invalid or unenforceable, in whole or in part, and to the best of Borrower’s knowledge, no claim has been made that any part of the intellectual property violates the rights of any third party except to the extent such claim could not reasonably be expected to have a material adverse effect on Borrower’s business. Except as noted on the Perfection Certificate, Borrower is not a party to, nor is bound by, any material license or other agreement with respect to which Borrower is the licensee (a) that prohibits or otherwise restricts Borrower from granting a security interest in Borrower’s interest in such license or agreement or any other property, or (b) for which a default under or termination of could interfere with the Assignee may make any amendments or sign any additional agreements to the Collateral documentation. The Assignee shall recognize such amendments to Collateral documents or additional agreements as binding and not make any complaints in this regard. The Loan Originator undertakes by making amendments or signing additional agreements to the Collateral documents to act in the interests of the Assignee with due care.
8.5. The Loan Originator shall keep all Collateral documentation and originals of the documents related to the registration of the pledge, including the land register certificate and the deed of commercial pledge registration. The Assignee understands and is informed that the Loan Originator has an obligation to ensure the confidentiality of the Borrowers’ personal data, therefore the Loan Originator shall not issue the documents related to the registration of pledge or their derivatives to the Assignee.
8.6. The Loan Originator by fulfilling the task provided by the Assignee pursuant to the Agreement has the Bank’s right to sell the Collateral any Collateral. Borrower shall provide written notice to Bank within ten (10) days of entering or a part thereof pursuant becoming bound by any such license or agreement (other than over-the-counter software that is commercially available to the Collateral documentation.
8.7public). The Assignee has an obligation immediatelyBorrower shall take such steps as Bank requests to obtain the consent of, but not later than within 5 or waiver by, any person whose consent or waiver is necessary for (fivex) Business Days from the receipt of Mintos all such licenses or the Loan Originator’s request to provide Mintos or the Loan Originator with all necessary authority, consents and permits for Mintos or the Loan Originator agreements to be able deemed “Collateral” and for Bank to execute have a security interest in it that might otherwise be restricted or prohibited by law or by the terms of any such license or agreement, whether now existing or entered into in the future, and (y) Bank to have the ability in the event of a liquidation of any Collateral to dispose of such Collateral in accordance with Bank’s rights and obligations specified in the Agreement.
8.8. The Assignee understands and is informed that Mintos remedies under this Agreement and the other Loan Originator are not obliged to disclose to the Assignee the information and/or documents related to the enforcement of the Collateral (if any) and/or other debt collection proceedings against the Borrower. The Assignee shall not make any complaints against Mintos, the Loan Originator and the Borrower in this regardDocuments.
Appears in 1 contract
Sources: Loan and Security Agreement (Cardiovascular Systems Inc)
Collateral. 8.1. This Section shall be applicable if Borrower has good title to, has rights in, and the power to transfer each item of the Collateral is expressly indicated among upon which it purports to ▇▇▇▇▇ ▇ ▇▇▇▇ hereunder, free and clear of any and all Liens except Permitted Liens. Borrower has no deposit accounts other information about than the Claim deposit accounts with Bank, the deposit accounts, if any described in the Portal.
8.2Perfection Certificate delivered to Bank in connection herewith, or of which Borrower has given Bank notice and taken such actions as are necessary to give Bank a perfected security interest therein. The Loan Originator along with the Claim shall not transfer to the Assignee all rights related thereto and Accounts are bona fide, existing at the moment obligations of the assignment arising from the CollateralAccount Debtors. The Assignee understands that by assignment of the Claim security interest incorporated in the Collateral is not re-registered in favour the possession of any third party bailee (such as a warehouse) except as otherwise provided in the Perfection Certificate or as permitted pursuant to Section 7.2. None of the Assignee and remains registered in favour of the Loan Originator.
8.3. The Loan Originator handles all matters related to Collateral, including the registration, amending and cancellation of mortgages and commercial pledges, including submits and receives all necessary documents in the respective pledge registers.
8.4. The Assignee understands and agrees that the Loan Originator during the validity term of the Agreement without a prior coordination with the Assignee may make any amendments or sign any additional agreements to the Collateral documentation. The Assignee shall recognize such amendments to Collateral documents or additional agreements as binding and not make any complaints in this regard. The Loan Originator undertakes by making amendments or signing additional agreements to the Collateral documents to act in the interests of the Assignee with due care.
8.5. The Loan Originator shall keep all Collateral documentation and originals of the documents related to the registration of the pledge, including the land register certificate and the deed of commercial pledge registration. The Assignee understands and is informed that the Loan Originator has an obligation to ensure the confidentiality of the Borrowers’ personal data, therefore the Loan Originator shall not issue the documents related to the registration of pledge or their derivatives to the Assignee.
8.6. The Loan Originator by fulfilling the task provided by the Assignee pursuant to the Agreement has the right to sell the Collateral or a part thereof pursuant to the Collateral documentation.
8.7. The Assignee has an obligation immediately, but not later than within 5 (five) Business Days from the receipt of Mintos or the Loan Originator’s request to provide Mintos or the Loan Originator with all necessary authority, consents and permits for Mintos or the Loan Originator to be able to execute the rights and obligations specified in the Agreement.
8.8. The Assignee understands and is informed that Mintos and the Loan Originator are not obliged to disclose to the Assignee the information and/or documents related to the enforcement components of the Collateral shall be maintained at locations other than as provided in the Perfection Certificate or as permitted pursuant to Section 7.2. In the event that Borrower, after the date hereof, intends to store or otherwise deliver any portion of the Collateral to a bailee, then Borrower will first receive the written consent of Bank and such bailee must execute and deliver a bailee agreement in form and substance satisfactory to Bank in its sole discretion. All Inventory is in all material respects of good and marketable quality, free from material defects. Borrower is the sole owner of the Intellectual Property which it owns or purports to own except for (if anya) and/or non-exclusive licenses granted to its customers in the ordinary course of business, (b) over-the-counter software that is commercially available to the public and other debt collection proceedings against immaterial Intellectual Property licensed to Borrower, and (c) material Intellectual Property licensed to Borrower and noted on the Perfection Certificate. Each Patent which it owns or purports to own and which is material to Borrower’s business is valid and enforceable, and no part of the Intellectual Property which Borrower owns or purports to own and which is material to Borrower’s business has been judged invalid or unenforceable, in whole or in part. The Assignee shall To the best of Borrower’s knowledge, no claim has been made in writing that any part of the Intellectual Property violates the rights of any third party except to the extent such claim would not make have a material adverse effect on Borrower’s business. Except as noted on the Perfection Certificate, Borrower is not a party to, nor is it bound by, any complaints against Mintos, the Loan Originator and the Borrower in this regardRestricted License.
Appears in 1 contract
Collateral. 8.1. This Section shall be applicable if Borrower has good title to, has rights in, and the power to transfer each item of the Collateral is expressly indicated among upon which it purports to ▇▇▇▇▇ ▇ ▇▇▇▇ hereunder, free and clear of any and all Liens except Permitted Liens. Borrower has no deposit accounts other information about than the Claim deposit accounts with Bank, the deposit accounts, if any described in the Portal.
8.2Perfection Certificate delivered to Bank in connection herewith, or of which Borrower has given Bank notice and taken such actions as are required by Bank to give Bank a perfected security interest therein. The Loan Originator along with the Claim shall not transfer to the Assignee all rights related thereto and Accounts are bona fide, existing at the moment obligations of the assignment arising from the CollateralAccount Debtors. The Assignee understands that by assignment of the Claim security interest incorporated in the Collateral is not re-registered in favour the possession of any third party bailee (such as a warehouse) except as otherwise provided in the Perfection Certificate. None of the Assignee and remains registered in favour of the Loan Originator.
8.3. The Loan Originator handles all matters related to Collateral, including the registration, amending and cancellation of mortgages and commercial pledges, including submits and receives all necessary documents in the respective pledge registers.
8.4. The Assignee understands and agrees that the Loan Originator during the validity term of the Agreement without a prior coordination with the Assignee may make any amendments or sign any additional agreements to the Collateral documentation. The Assignee shall recognize such amendments to Collateral documents or additional agreements as binding and not make any complaints in this regard. The Loan Originator undertakes by making amendments or signing additional agreements to the Collateral documents to act in the interests of the Assignee with due care.
8.5. The Loan Originator shall keep all Collateral documentation and originals of the documents related to the registration of the pledge, including the land register certificate and the deed of commercial pledge registration. The Assignee understands and is informed that the Loan Originator has an obligation to ensure the confidentiality of the Borrowers’ personal data, therefore the Loan Originator shall not issue the documents related to the registration of pledge or their derivatives to the Assignee.
8.6. The Loan Originator by fulfilling the task provided by the Assignee pursuant to the Agreement has the right to sell the Collateral or a part thereof pursuant to the Collateral documentation.
8.7. The Assignee has an obligation immediately, but not later than within 5 (five) Business Days from the receipt of Mintos or the Loan Originator’s request to provide Mintos or the Loan Originator with all necessary authority, consents and permits for Mintos or the Loan Originator to be able to execute the rights and obligations specified in the Agreement.
8.8. The Assignee understands and is informed that Mintos and the Loan Originator are not obliged to disclose to the Assignee the information and/or documents related to the enforcement components of the Collateral shall be maintained at locations other than as provided in the Perfection Certificate or as permitted pursuant to Section 7.2. In the event that Borrower, after the date hereof, intends to store or otherwise deliver any portion of the Collateral to a landlord or bailee, then Borrower will first receive the written consent of Bank and, at Bank’s request, shall use commercially reasonable efforts to have such landlord or bailee execute and deliver a landlord’s consent or bailee waiver, as applicable, in form and substance satisfactory to Bank in its sole discretion. All Inventory is in all material respects of good and marketable quality, free from material defects. Borrower is the sole owner of the Intellectual Property which it owns or purports to own except for (a) licenses granted to its customers in the ordinary course of business, (b) over-the-counter software that is commercially available to the public, and (c) material Intellectual Property licensed to Borrower and noted on the Perfection Certificate. To the best of Borrower’s knowledge, (i) each Patent which it owns or purports to own and which is material to Borrower’s business is valid and enforceable, (ii) there are no facts which would render any Patent application within the Intellectual Property which it owns or purports to own and which is material to Borrower’s business, if anyand when issued, invalid or unenforceable, and (iii) and/or other debt collection proceedings against no part of the Intellectual Property which Borrower owns or purports to own and which is material to Borrower’s business has been judged invalid or unenforceable, in whole or in part. The Assignee shall To the best of Borrower’s knowledge, no claim has been made that any part of the Intellectual Property violates the rights of any third party, except to the extent such claim would not make reasonably be expected to have a material adverse effect on Borrower’s business. Except as noted on the Perfection Certificate, as of the Effective Date and as and when required by Section 3.2 hereof, Borrower is not a party to, nor is it bound by, any complaints against Mintos, the Loan Originator and the Borrower in this regardRestricted License.
Appears in 1 contract
Sources: Loan and Security Agreement (Auxilium Pharmaceuticals Inc)
Collateral. 8.1. This Section shall be applicable if Each Borrower has good title to, has rights in, and the power to transfer each item of the Collateral is expressly indicated among upon which it purports to ▇▇▇▇▇ ▇ ▇▇▇▇ hereunder, free and clear of any and all Liens except Permitted Liens. Borrowers have no deposit accounts other information about than the Claim deposit accounts with Bank, the deposit accounts, if any, described in the Portal.
8.2Perfection Certificate delivered to Bank in connection herewith, or of which Borrowers have given Bank notice and taken such actions as are necessary to give Bank a perfected security interest therein. The Loan Originator along with the Claim shall not transfer to the Assignee all rights related thereto and Accounts are bona fide, existing at the moment obligations of the assignment arising from the CollateralAccount Debtors. The Assignee understands that by assignment of the Claim security interest incorporated in the Collateral is not re-registered in favour the possession of any third party bailee (such as a warehouse) except as otherwise provided in the Perfection Certificate. None of the Assignee and remains registered in favour components of the Loan Originator.
8.3. The Loan Originator handles all matters related to Collateral, including the registration, amending and cancellation of mortgages and commercial pledges, including submits and receives all necessary documents Collateral shall be maintained at locations other than as provided in the respective pledge registers.
8.4Perfection Certificate or as permitted pursuant to Section 7.2. The Assignee understands and agrees In the event that any Borrower, after the Loan Originator during the validity term date hereof, intends to store or otherwise deliver any portion of the Agreement without Collateral with an aggregate value in excess of Five Hundred Thousand Dollars ($500,000) to a prior coordination bailee, then such Borrower will first receive the written consent of Bank and such bailee must execute and deliver a bailee agreement in form and substance satisfactory to Bank in its sole discretion. Each Borrower is the sole owner of its intellectual property, except for non-exclusive licenses granted to its customers in the ordinary course of business. Each patent is valid and enforceable, and no part of the intellectual property has been judged invalid or unenforceable, in whole or in part, and to the best of Borrowers’ knowledge, no claim has been made that any part of the intellectual property violates the rights of any third party except to the extent such claim could not reasonably be expected to have a material adverse effect on the business of Comverge, Enerwise or PES or on the business of the Borrowers taken as a whole. Except as noted on the Perfection Certificate, each Borrower is not a party to, nor is bound by, any material license or other agreement with respect to which any Borrower is the licensee (a) that prohibits or otherwise restricts any Borrower from granting a security interest in Borrowers’ interest in such license or agreement or any other property, or (b) for which a default under or termination of could interfere with the Assignee may make any amendments or sign any additional agreements to the Collateral documentation. The Assignee shall recognize such amendments to Collateral documents or additional agreements as binding and not make any complaints in this regard. The Loan Originator undertakes by making amendments or signing additional agreements to the Collateral documents to act in the interests of the Assignee with due care.
8.5. The Loan Originator shall keep all Collateral documentation and originals of the documents related to the registration of the pledge, including the land register certificate and the deed of commercial pledge registration. The Assignee understands and is informed that the Loan Originator has an obligation to ensure the confidentiality of the Borrowers’ personal data, therefore the Loan Originator shall not issue the documents related to the registration of pledge or their derivatives to the Assignee.
8.6. The Loan Originator by fulfilling the task provided by the Assignee pursuant to the Agreement has the Bank’s right to sell the Collateral any Collateral. Borrowers shall provide written notice to Bank within thirty (30) days of entering or a part thereof pursuant becoming bound by any such license or agreement (other than over-the-counter software that is commercially available to the Collateral documentation.
8.7public). The Assignee has an obligation immediatelyBorrowers shall take such steps as Bank requests to obtain the consent of, but not later than within 5 or waiver by, any person whose consent or waiver is necessary for (fivex) Business Days from the receipt of Mintos all such licenses or the Loan Originator’s request to provide Mintos or the Loan Originator with all necessary authority, consents and permits for Mintos or the Loan Originator agreements to be able deemed “Collateral” and for Bank to execute have a security interest in it that might otherwise be restricted or prohibited by law or by the terms of any such license or agreement, whether now existing or entered into in the future, and (y) Bank to have the ability in the event of a liquidation of any Collateral to dispose of such Collateral in accordance with Bank’s rights and obligations specified in the Agreement.
8.8. The Assignee understands and is informed that Mintos remedies under this Agreement and the other Loan Originator are not obliged to disclose to the Assignee the information and/or documents related to the enforcement of the Collateral (if any) and/or other debt collection proceedings against the Borrower. The Assignee shall not make any complaints against Mintos, the Loan Originator and the Borrower in this regardDocuments.
Appears in 1 contract
Collateral. 8.1. This Section shall be applicable if Borrower has good title to, has rights in, and the power to transfer each item of the Collateral is expressly indicated among upon which it purports to ▇▇▇▇▇ ▇ ▇▇▇▇ hereunder, free and clear of any and all Liens except Permitted Liens. Borrower has no deposit accounts other information about than the Claim deposit accounts with Bank, the deposit accounts, if any, described in the Portal.
8.2Perfection Certificate delivered to Bank in connection herewith, or of which Borrower has given Bank notice and taken such actions as are necessary to give Bank a perfected security interest therein. The Loan Originator along with the Claim shall not transfer to the Assignee all rights related thereto and Accounts are bona fide, existing at the moment obligations of the assignment arising from the CollateralAccount Debtors. The Assignee understands that by assignment of the Claim security interest incorporated in the Collateral is not re-registered in favour the possession of any third party bailee (such as a warehouse) except as otherwise provided in the Perfection Certificate. None of the Assignee and remains registered in favour of the Loan Originator.
8.3. The Loan Originator handles all matters related to Collateral, including the registration, amending and cancellation of mortgages and commercial pledges, including submits and receives all necessary documents in the respective pledge registers.
8.4. The Assignee understands and agrees that the Loan Originator during the validity term of the Agreement without a prior coordination with the Assignee may make any amendments or sign any additional agreements to the Collateral documentation. The Assignee shall recognize such amendments to Collateral documents or additional agreements as binding and not make any complaints in this regard. The Loan Originator undertakes by making amendments or signing additional agreements to the Collateral documents to act in the interests of the Assignee with due care.
8.5. The Loan Originator shall keep all Collateral documentation and originals of the documents related to the registration of the pledge, including the land register certificate and the deed of commercial pledge registration. The Assignee understands and is informed that the Loan Originator has an obligation to ensure the confidentiality of the Borrowers’ personal data, therefore the Loan Originator shall not issue the documents related to the registration of pledge or their derivatives to the Assignee.
8.6. The Loan Originator by fulfilling the task provided by the Assignee pursuant to the Agreement has the right to sell the Collateral or a part thereof pursuant to the Collateral documentation.
8.7. The Assignee has an obligation immediately, but not later than within 5 (five) Business Days from the receipt of Mintos or the Loan Originator’s request to provide Mintos or the Loan Originator with all necessary authority, consents and permits for Mintos or the Loan Originator to be able to execute the rights and obligations specified in the Agreement.
8.8. The Assignee understands and is informed that Mintos and the Loan Originator are not obliged to disclose to the Assignee the information and/or documents related to the enforcement components of the Collateral (if any) and/or shall be maintained at locations other debt collection proceedings against than as provided in the Perfection Certificate or as permitted pursuant to Section 7.2. In the event that Borrower. The Assignee , after the date hereof, intends to store or otherwise deliver any portion of the Collateral to a bailee, then Borrower will first receive the written consent of Bank and such bailee must execute and deliver a bailee agreement in form and substance satisfactory to Bank in its sole discretion; provided, however, that notwithstanding the foregoing, Borrower shall not make be required to obtain the consent of Bank and shall not be required to obtain a bailee agreement with respect to (i) any complaints against Mintosdemonstration equipment that is delivered to any of Borrower’s customers in the ordinary course of business provided that the value of such equipment does not exceed Three Million Five Hundred Dollars ($3,500,000) in the aggregate and (ii) any raw materials and inventory located at various vendor and contract manufacturer sites pursuant to supply and/or manufacturing agreements. Except as otherwise disclosed to Bank in writing, Borrower is the Loan Originator sole owner of its intellectual property, except for (i) intellectual property licensed from third parties, (ii) non-exclusive licenses granted to its distributors and customers in the ordinary course of business and licenses that may be exclusive in some respects other than territory (and/or that may be exclusive as to territory only in discreet geographical areas outside of the United States), but that could not result in a legal transfer of Borrower’s title in the licensed property. To the best of Borrower’s knowledge, each patent is valid and enforceable, and except for patents in re-examination proceedings in the U.S. Patent and Trademark Office, no part of the intellectual property has been judged invalid or unenforceable, in whole or in part, and to the best of Borrower’s knowledge, no claim has been made that any part of the intellectual property violates the rights of any third party except to the extent such claim could not reasonably be expected to have a material adverse effect on Borrower’s business. Except as noted on the Perfection Certificate, Borrower is not a party to, nor is bound by, any material license or other material agreement with respect to which Borrower is the licensee of intellectual property that prohibits or otherwise restricts Borrower from granting a security interest in Borrower’s interest in such license or agreement. Borrower shall provide written notice to Bank within ten (10) days of entering or becoming bound by any such license or agreement (other than over-the-counter software that is commercially available to the public). Borrower shall take such steps as Bank reasonably requests to obtain the consent of, or waiver by, any person whose consent or waiver is necessary for (x) all such licenses or agreements to be deemed “Collateral” and for Bank to have a security interest in it that might otherwise be restricted or prohibited by law or by the terms of any such license or agreement, whether now existing or entered into in the future, and (y) Bank to have the ability in the event of a liquidation of any Collateral to dispose of such Collateral in accordance with Bank’s rights and remedies under this Agreement and the Borrower in this regardother Loan Documents.
Appears in 1 contract
Collateral. 8.1. This Section shall be applicable if Borrowers have good title to, have rights in, and the power to transfer each item of the Collateral is expressly indicated among upon which they purport to g▇▇▇▇ ▇ ▇▇▇▇ hereunder, free and clear of any and all Liens except Permitted Liens. Borrowers have no deposit accounts other information about than the Claim deposit accounts with Bank and the deposit accounts described in the Portal.
8.2Perfection Certificate delivered to Bank in connection herewith. The Loan Originator along with the Claim shall not transfer to the Assignee all rights related thereto and existing at the moment of the assignment arising from the Collateral. The Assignee understands that by assignment of the Claim security interest incorporated in the Collateral is not re-registered in favour the possession of any third party bailee (such as a warehouse), except as otherwise provided in the Perfection Certificate and fully insured goods in transit in the ordinary course of business. Except as hereafter disclosed to Bank in writing by Borrowers, none of the Assignee and remains registered in favour components of the Loan Originator.
8.3Collateral shall be maintained at locations other than (a) as provided in the Perfection Certificate, (b) fully insured components of the Collateral that may be located in transit between Borrower’s locations in Belgium, Italy and Hong Kong or (c) the following locations at which no more than $100,000 in the aggregate of Collateral may be located at any time: (i) mobile equipment, including computers with employees and consultants at various locations, (ii) Collateral at locations Bank has been notified of pursuant to Section 7.2, (iii) Collateral at temporary locations for sales, testing or demonstration purposes and (iv) other locations. In the event that Borrowers, after the date hereof, intend to store or otherwise deliver any portion of the Collateral to a bailee, then Borrowers will first receive the written consent of Bank and such bailee must acknowledge in writing that the bailee is holding such Collateral for the benefit of Bank. The Loan Originator handles all matters related foregoing requirement for a written acknowledgement shall not apply with respect to Collateralany bailee that (i) does not have an established course of business with any Borrower and (ii) holds Collateral solely as part of a “start-up” testing regimen to establish such bailee as a regular part of the Borrower’s supply chain, including the registration, amending and cancellation of mortgages and commercial pledges, including submits and receives all necessary documents in the respective pledge registers.
8.4. The Assignee understands and agrees provided that the Loan Originator during the validity term of the Agreement without a prior coordination with the Assignee may make any amendments or sign any additional agreements exception to the Collateral documentation. The Assignee shall recognize such amendments to Collateral documents or additional agreements as binding and not make any complaints written acknowledgement requirement contained in this regard. The Loan Originator undertakes by making amendments sentence shall only apply until such bailee has entered into a formal agreement with one or signing additional agreements to the Collateral documents to act in the interests of the Assignee with due care.
8.5. The Loan Originator shall keep all Collateral documentation and originals of the documents related to the registration of the pledge, including the land register certificate and the deed of commercial pledge registration. The Assignee understands and is informed that the Loan Originator has an obligation to ensure the confidentiality more of the Borrowers. The Accounts are bona fide, existing obligations of the Account Debtors. Except for Inventory with an aggregate value, at any time, of not more than $200,000, all Inventory is in all material respects of good and marketable quality, free from material defects. Borrowers are the sole legal and beneficial owners of their Intellectual Property, except for (a) non-exclusive licenses of Intellectual Property granted to third parties in the ordinary course of business, (b) exclusive licenses of Intellectual Property that could not result in a legal transfer of title of the licensed property that are exclusive only in respects other than territory or exclusive as to territory only as to discreet geographical areas outside of the United States or (c) other non-exclusive licenses of Intellectual Property that could not result in a legal transfer of title of the licensed property. Each patent that is material to Borrowers’ personal databusiness is valid and enforceable and no part of the Intellectual Property that is material to Borrowers’ business has been judged invalid or unenforceable, therefore the Loan Originator shall not issue the documents related in whole or in part, and to the registration best of pledge or their derivatives to Borrowers knowledge, no claim has been made that any part of the Assignee.
8.6. The Loan Originator by fulfilling the task provided by the Assignee pursuant to the Agreement has the right to sell the Collateral or a part thereof pursuant to the Collateral documentation.
8.7. The Assignee has an obligation immediately, but not later than within 5 (five) Business Days from the receipt of Mintos or the Loan Originator’s request to provide Mintos or the Loan Originator with all necessary authority, consents and permits for Mintos or the Loan Originator to be able to execute Intellectual Property violates the rights and obligations specified in the Agreementof any third party.
8.8. The Assignee understands and is informed that Mintos and the Loan Originator are not obliged to disclose to the Assignee the information and/or documents related to the enforcement of the Collateral (if any) and/or other debt collection proceedings against the Borrower. The Assignee shall not make any complaints against Mintos, the Loan Originator and the Borrower in this regard.
Appears in 1 contract
Sources: Loan and Security Agreement (Sciclone Pharmaceuticals Inc)
Collateral. 8.1Each Borrower has good title to its Collateral, free and clear of any and all Liens except Permitted Liens. This Section shall be applicable if Borrower has no deposit account other than the Collateral is expressly indicated among other information about the Claim deposit accounts with Bank and deposit accounts described in the Portal.
8.2Perfection Certificate delivered to Bank in connection herewith. The Loan Originator along with the Claim shall not transfer to the Assignee all rights related thereto and existing at the moment of the assignment arising from the Collateral. The Assignee understands that by assignment of the Claim security interest incorporated in the Collateral is not re-registered in favour the possession of any third party bailee (such as a warehouse), except as expressly identified in the Perfection Certificate. Except as hereafter disclosed to Bank in writing by Borrower, none of the Assignee and remains registered in favour of the Loan Originator.
8.3. The Loan Originator handles all matters related to Collateral, including the registration, amending and cancellation of mortgages and commercial pledges, including submits and receives all necessary documents in the respective pledge registers.
8.4. The Assignee understands and agrees that the Loan Originator during the validity term of the Agreement without a prior coordination with the Assignee may make any amendments or sign any additional agreements to the Collateral documentation. The Assignee shall recognize such amendments to Collateral documents or additional agreements as binding and not make any complaints in this regard. The Loan Originator undertakes by making amendments or signing additional agreements to the Collateral documents to act in the interests of the Assignee with due care.
8.5. The Loan Originator shall keep all Collateral documentation and originals of the documents related to the registration of the pledge, including the land register certificate and the deed of commercial pledge registration. The Assignee understands and is informed that the Loan Originator has an obligation to ensure the confidentiality of the Borrowers’ personal data, therefore the Loan Originator shall not issue the documents related to the registration of pledge or their derivatives to the Assignee.
8.6. The Loan Originator by fulfilling the task provided by the Assignee pursuant to the Agreement has the right to sell the Collateral or a part thereof pursuant to the Collateral documentation.
8.7. The Assignee has an obligation immediately, but not later than within 5 (five) Business Days from the receipt of Mintos or the Loan Originator’s request to provide Mintos or the Loan Originator with all necessary authority, consents and permits for Mintos or the Loan Originator to be able to execute the rights and obligations specified in the Agreement.
8.8. The Assignee understands and is informed that Mintos and the Loan Originator are not obliged to disclose to the Assignee the information and/or documents related to the enforcement components of the Collateral shall be maintained at locations other than as provided in the Perfection Certificate. In the event that Borrower, after the date hereof, intends to store or otherwise deliver any portion of the Collateral to a bailee not otherwise expressly identified (if anyas such a bailee) and/or in the Perfection Certificate, then Borrower will first notify Bank in writing of such new bailee. With respect to any bailee of Collateral, Borrower shall, promptly upon Bank's request therefor, use commercially reasonable efforts to deliver to Bank a bailee agreement (in form and substance satisfactory to Bank) duly executed by such bailee. In the event that Bank requests such a bailee agreement and Borrower uses such efforts but does not succeed in delivering such a bailee agreement, Bank may (in its good faith business judgment) maintain a Reserve with respect to such bailee. With respect to any leased premises of Borrower, Borrower shall, promptly upon Bank's request therefor, use commercially reasonable efforts to deliver to Bank a landlord agreement (in form and substance satisfactory to Bank) duly executed by the lessor of such leased premises. In the event that Bank requests such a landlord agreement and Borrower uses such efforts but does not succeed in delivering such a landlord agreement, Bank may (in its good faith business judgment) maintain a Reserve with respect to such leased premises. All Inventory is in all material respects of good and marketable quality, free from material defects. Borrower is the sole owner of its Intellectual Property, except for non-exclusive licenses granted to its customers in the ordinary course of business, and except such other debt collection proceedings against licenses and shared Intellectual Property rights as expressly described in the Exhibits referred to in the most recent 10K and 10Q reports of Endocare filed with the Securities and Exchange Commission. To the best of Borrower's knowledge, each Patent is valid and enforceable. The Assignee shall not make No part of the material Intellectual Property has been judged invalid or unenforceable, in whole or in part. To the best of Borrower's knowledge, no claim has been made that any complaints against Mintospart of the Intellectual Property violates, in any material respect, the Loan Originator and the Borrower in this regardrights of any third party.
Appears in 1 contract
Collateral. 8.1. This Section shall be applicable if Borrower has good title, has rights in, and the power to transfer each item of the Collateral is expressly indicated among upon which it purports to ▇▇▇▇▇ ▇ ▇▇▇▇ hereunder, free and clear of any and all Liens except Permitted Liens. Borrower has no deposit accounts other information about than the Claim deposit accounts with Bank, the deposit accounts, if any, described in the Portal.
8.2Perfection Certificate delivered to Bank in connection herewith, or of which Borrower has given Bank notice and taken such actions as are necessary to give Bank a perfected security interest therein. The Loan Originator along with the Claim shall not transfer to the Assignee all rights related thereto and Accounts are bona fide, existing at the moment obligations of the assignment arising from the CollateralAccount Debtors. The Assignee understands that by assignment of the Claim security interest incorporated in the Collateral is not re-registered in favour the possession of any third party bailee (such as a warehouse) except as otherwise provided in the Perfection Certificate. None of the Assignee and remains registered in favour components of the Loan Originator.
8.3. The Loan Originator handles all matters related to Collateral, including the registration, amending and cancellation of mortgages and commercial pledges, including submits and receives all necessary documents Collateral shall be maintained at locations other than as provided in the respective pledge registers.
8.4Perfection Certificate or as permitted pursuant to Section 7.2. The Assignee understands and agrees In the event that Borrower, after the Loan Originator during the validity term date hereof, intends to store or otherwise deliver any portion of the Agreement without Collateral to a prior coordination bailee, then Borrower will first receive the written consent of Bank and such bailee must execute and deliver a bailee agreement in form and substance satisfactory to Bank in its sole discretion. Borrower is the sole owner of its intellectual property, except for non-exclusive licenses granted to its customers in the ordinary course of business. Each patent is valid and enforceable, and no part of the intellectual property has been judged invalid or unenforceable, in whole or in part, and to the best of Borrower’s knowledge, no claim has been made that any part of the intellectual property violates the rights of any third party except to the extent such claim could not reasonably be expected to have a material adverse effect on Borrower’s business. Except as noted on the Perfection Certificate, Borrower is not a party to, nor is bound by, any material license or other agreement with respect to which Borrower is the licensee (a) that prohibits or otherwise restricts Borrower from granting a security interest in Borrower’s interest in such license or agreement or any other property, or (b) for which a default under or termination of could interfere with the Assignee may make any amendments or sign any additional agreements to the Collateral documentation. The Assignee shall recognize such amendments to Collateral documents or additional agreements as binding and not make any complaints in this regard. The Loan Originator undertakes by making amendments or signing additional agreements to the Collateral documents to act in the interests of the Assignee with due care.
8.5. The Loan Originator shall keep all Collateral documentation and originals of the documents related to the registration of the pledge, including the land register certificate and the deed of commercial pledge registration. The Assignee understands and is informed that the Loan Originator has an obligation to ensure the confidentiality of the Borrowers’ personal data, therefore the Loan Originator shall not issue the documents related to the registration of pledge or their derivatives to the Assignee.
8.6. The Loan Originator by fulfilling the task provided by the Assignee pursuant to the Agreement has the Bank’s right to sell any Collateral. Without prior consent from Bank, Borrower shall not enter into, or become bound by, any such license or agreement which is reasonably likely to have a material adverse effect on Borrower’s business or financial condition. Borrower shall take such steps as Bank requests to obtain the Collateral consent of, or a part thereof pursuant to the Collateral documentation.
8.7. The Assignee has an obligation immediatelywaiver by, but not later than within 5 (five) Business Days from the receipt of Mintos any person whose consent or the Loan Originator’s request to provide Mintos waiver is necessary for all such licenses or the Loan Originator with all necessary authority, consents and permits for Mintos or the Loan Originator contract rights to be able deemed “Collateral” and for Bank to execute have a security interest in it that might otherwise be restricted or prohibited by law or by the rights and obligations specified terms of any such license or agreement, whether now existing or entered into in the Agreementfuture.
8.8. The Assignee understands and is informed that Mintos and the Loan Originator are not obliged to disclose to the Assignee the information and/or documents related to the enforcement of the Collateral (if any) and/or other debt collection proceedings against the Borrower. The Assignee shall not make any complaints against Mintos, the Loan Originator and the Borrower in this regard.
Appears in 1 contract
Sources: Loan and Security Agreement (Xplore Technologies Corp)
Collateral. 8.1. This Section shall be applicable if Borrower has good title to, has rights in, and the power to transfer each item of the Collateral is expressly indicated among upon which it purports to ▇▇▇▇▇ ▇ ▇▇▇▇ hereunder, free and clear of any and all Liens except Permitted Liens. Borrower has no deposit accounts other information about than the Claim deposit accounts with Bank, the deposit accounts, if any, described in the Portal.
8.2Perfection Certificate delivered to Bank in connection herewith, or of which Borrower has given Bank notice and taken such actions as are necessary to give Bank a perfected security interest therein. The Loan Originator along with the Claim shall not transfer to the Assignee all rights related thereto and Accounts are bona fide, existing at the moment obligations of the assignment arising from the CollateralAccount Debtors. The Assignee understands that by assignment of the Claim security interest incorporated in the Collateral is not re-registered in favour the possession of any third party bailee (such as a warehouse) except as otherwise provided in the Perfection Certificate. None of the Assignee and remains registered in favour components of the Loan Originator.
8.3. The Loan Originator handles all matters related to Collateral, including the registration, amending and cancellation of mortgages and commercial pledges, including submits and receives all necessary documents Collateral shall be maintained at locations other than as provided in the respective pledge registers.
8.4Perfection Certificate or as Borrower has given Bank notice pursuant to Section 7.2. The Assignee understands and agrees In the event that Borrower, after the Loan Originator during the validity term date hereof, intends to store or otherwise deliver any portion of the Agreement without Collateral to a prior coordination bailee, then Borrower will first receive the written consent of Bank and such bailee must execute and deliver a bailee agreement in form and substance satisfactory to Bank in its sole discretion. All Inventory is in all material respects of good and marketable quality, free from material defects. Borrower is the sole owner of its intellectual property, except for non-exclusive licenses granted to its customers in the ordinary course of business. Each patent is valid and enforceable, and no part of the intellectual property has been judged invalid or unenforceable, in whole or in part, and to the best of Borrower’s knowledge, no claim has been made that any part of the intellectual property violates the rights of any third party except to the extent such claim could not reasonably be expected to have a material adverse effect on Borrower’s business. Except as noted on the Perfection Certificate, Borrower is not a party to, nor is bound by, any material license or other agreement with respect to which Borrower is the licensee (a) that prohibits or otherwise restricts Borrower from granting a security interest in Borrower’s interest in such license or agreement or any other property, or (b) for which a default under or termination of could interfere with the Assignee may make any amendments or sign any additional agreements to the Collateral documentation. The Assignee shall recognize such amendments to Collateral documents or additional agreements as binding and not make any complaints in this regard. The Loan Originator undertakes by making amendments or signing additional agreements to the Collateral documents to act in the interests of the Assignee with due care.
8.5. The Loan Originator shall keep all Collateral documentation and originals of the documents related to the registration of the pledge, including the land register certificate and the deed of commercial pledge registration. The Assignee understands and is informed that the Loan Originator has an obligation to ensure the confidentiality of the Borrowers’ personal data, therefore the Loan Originator shall not issue the documents related to the registration of pledge or their derivatives to the Assignee.
8.6. The Loan Originator by fulfilling the task provided by the Assignee pursuant to the Agreement has the Bank’s right to sell the Collateral any Collateral. Borrower shall provide written notice to Bank within ten (10) days of entering or a part thereof pursuant becoming bound by any such license or agreement (other than over-the-counter software that is commercially available to the Collateral documentation.
8.7public). The Assignee has an obligation immediatelyBorrower shall take such steps as Bank requests to obtain the consent of, but not later than within 5 or waiver by, any person whose consent or waiver is necessary for (fivex) Business Days from the receipt of Mintos all such licenses or the Loan Originator’s request to provide Mintos or the Loan Originator with all necessary authority, consents and permits for Mintos or the Loan Originator agreements to be able deemed “Collateral” and for Bank to execute have a security interest in it that might otherwise be restricted or prohibited by law or by the terms of any such license or agreement, whether now existing or entered into in the future, and (y) Bank to have the ability in the event of a liquidation of any Collateral to dispose of such Collateral in accordance with Bank’s rights and obligations specified in the Agreement.
8.8. The Assignee understands and is informed that Mintos remedies under this Agreement and the other Loan Originator are not obliged to disclose to the Assignee the information and/or documents related to the enforcement of the Collateral (if any) and/or other debt collection proceedings against the Borrower. The Assignee shall not make any complaints against Mintos, the Loan Originator and the Borrower in this regardDocuments.
Appears in 1 contract
Collateral. 8.1Borrower has good title to the Collateral, free of Liens except Permitted Liens. This Section shall be applicable if Borrower has no other deposit account, other than the Collateral is expressly indicated among other information about the Claim deposit accounts described in the Portal.
8.2Representations or the Disclosure Letter. The Loan Originator along Each Account with respect to which Advances are requested by Borrower shall, on the Claim shall not transfer to the Assignee all rights related thereto date each Advance is requested and made, represent an undisputed bona fide existing at the moment unconditional obligation of the assignment arising from account debtor created by the Collateral. The Assignee understands that by assignment sale, delivery, and acceptance of goods or the Claim security interest incorporated rendition of services in the ordinary course of Borrower's business. Except as set forth in the Disclosure Letter, he Collateral is not re-registered in favour the possession of any third party bailee (such as at a warehouse). In the event that Borrower, after the date hereof, intends to store or otherwise deliver the Collateral to such a bailee, then Borrower will receive the prior written consent of Bank and such bailee must acknowledge in writing that the bailee is holding such Collateral for the benefit of Bank. Borrower has no notice of any actual or imminent Insolvency Proceeding of any account debtor whose accounts are an Eligible Account in any Borrowing Base Certificate. All Inventory is in all material respects of good and marketable quality, free from material defects. Borrower is the sole owner of the Assignee Intellectual Property, except for non-exclusive licenses granted to its customers in the ordinary course of business, and remains registered except as set forth in favour the Disclosure Letter. Except as set forth in the Disclosure Letter, to the best of Borrower's knowledge, each Patent is, valid and enforceable and no part of the Loan Originator.
8.3. The Loan Originator handles all matters related Intellectual Property has been judged invalid or unenforceable, in whole or in part, and, to Collateralthe best of Borrower's knowledge, including the registration, amending and cancellation of mortgages and commercial pledges, including submits and receives all necessary documents in the respective pledge registers.
8.4. The Assignee understands and agrees no claim has been made that the Loan Originator during the validity term any part of the Agreement without a prior coordination with Intellectual Property violates the Assignee may make rights of any amendments or sign any additional agreements third party, except to the Collateral documentation. The Assignee shall recognize extent such amendments claim could not reasonably be expected to Collateral documents or additional agreements as binding and not make any complaints in this regard. The Loan Originator undertakes by making amendments or signing additional agreements to the Collateral documents to act in the interests of the Assignee with due carecause a Material Adverse Change.
8.5. The Loan Originator shall keep all Collateral documentation and originals of the documents related to the registration of the pledge, including the land register certificate and the deed of commercial pledge registration. The Assignee understands and is informed that the Loan Originator has an obligation to ensure the confidentiality of the Borrowers’ personal data, therefore the Loan Originator shall not issue the documents related to the registration of pledge or their derivatives to the Assignee.
8.6. The Loan Originator by fulfilling the task provided by the Assignee pursuant to the Agreement has the right to sell the Collateral or a part thereof pursuant to the Collateral documentation.
8.7. The Assignee has an obligation immediately, but not later than within 5 (five) Business Days from the receipt of Mintos or the Loan Originator’s request to provide Mintos or the Loan Originator with all necessary authority, consents and permits for Mintos or the Loan Originator to be able to execute the rights and obligations specified in the Agreement.
8.8. The Assignee understands and is informed that Mintos and the Loan Originator are not obliged to disclose to the Assignee the information and/or documents related to the enforcement of the Collateral (if any) and/or other debt collection proceedings against the Borrower. The Assignee shall not make any complaints against Mintos, the Loan Originator and the Borrower in this regard.
Appears in 1 contract
Collateral. 8.1The ISDA form of Credit Support Annex (Subject to New York Law) (the “Incorporated CSA”) is incorporated into this Confirmation by reference. This Section Confirmation, together with the Incorporated CSA, provide for security for Buyer’s payment and performance obligations to Seller under this Transaction and shall be applicable if constitute a “Credit Support Document” under the Agreement. BofA shall act as Calculation Agent and Valuation Agent for purposes of the CSA. Pursuant to Paragraph 6(b)(i) in the Incorporated CSA, ▇▇▇▇▇▇▇ Lynch, Pierce, ▇▇▇▇▇▇ & ▇▇▇▇▇ Incorporated (“Custodian”) is hereby designated the Custodian for purposes of holding the Eligible Collateral pursuant to this Confirmation. Custodian is hereby notified that all assets standing to the credit of account AI Intl Chemicals SARI, 329-34786 (the “Custody Account”) at any time and from time to time (including, without limitation, the proceeds thereof) have been pledged by Counterparty to BofA and BofA shall have exclusive dominion and control over the Custody Account until all obligations under this Agreement have been paid in full to the satisfaction of BofA. On and after the date hereof, Custodian agrees that it will (i) cease complying with any instructions or other directions concerning the Custody Account, any Collateral therein originated by Counterparty or Counterparty’s authorized representatives, unless such instructions or directions are confirmed by BofA; provided, that the Custodian shall comply with Counterparty’s instructions or directions with respect to the voting of the Collateral is expressly indicated among so long as no Event of Default or Termination Event has occurred, (ii) comply with “entitlement orders” (within the meaning of Section 8-102(a)(8) of the UCC) and any other information about the Claim in the Portal.
8.2. The Loan Originator along with the Claim shall not transfer instructions originated by BofA relating to the Assignee all rights related thereto and existing at Custody Account, the moment Collateral credited thereto, without further consent of Counterparty, including, without limitation, any “security entitlements” (within the meaning of Section 8-102(a)(17) of the assignment arising from the CollateralUCC) with respect thereto. The Assignee understands BofA, Counterparty and Custodian hereby agree that by assignment each item of the Claim security interest incorporated in the Collateral is not re-registered in favour of the Assignee and remains registered in favour of the Loan Originator.
8.3. The Loan Originator handles all matters related to Collateral, including the registration, amending and cancellation of mortgages and commercial pledges, including submits and receives all necessary documents in the respective pledge registers.
8.4. The Assignee understands and agrees that the Loan Originator during the validity term of the Agreement without a prior coordination with the Assignee may make any amendments or sign any additional agreements to the Collateral documentation. The Assignee shall recognize such amendments to Collateral documents or additional agreements as binding and not make any complaints in this regard. The Loan Originator undertakes by making amendments or signing additional agreements to the Collateral documents to act in the interests of the Assignee with due care.
8.5. The Loan Originator shall keep all Collateral documentation and originals of the documents related to the registration of the pledge, including the land register certificate and the deed of commercial pledge registration. The Assignee understands and is informed that the Loan Originator has an obligation to ensure the confidentiality of the Borrowers’ personal data, therefore the Loan Originator shall not issue the documents related to the registration of pledge or their derivatives to the Assignee.
8.6. The Loan Originator by fulfilling the task provided by the Assignee pursuant to the Agreement has the right to sell the Collateral or a part thereof pursuant to the Collateral documentation.
8.7. The Assignee has an obligation immediatelyproperty (including, but not limited to, each item of “investment property” or any “financial asset” (each as defined in the UCC) and each security, instrument or cash, and each security entitlement in any of the foregoing) credited to the Custody Account shall be treated by Custodian as a financial asset. Notwithstanding the above, BofA hereby covenants to Counterparty that it will only give entitlement orders with respect to Collateral held in the Custody Account which are Shares (i) following the occurrence of an Event of Default or Termination Event hereunder or (ii) with the prior consent of Counterparty. For purposes of the Incorporated CSA, Exposure shall be zero, Posted Collateral shall mean the “Eligible Collateral” transferred to the Custody Account to satisfy Buyer’s “Independent Amount” and any “Additional Independent Amount” determined as described below, and Paragraph 6(c) of the Incorporated CSA shall apply to Cash Collateral. Paragraph 7(i) of the Incorporated CSA is hereby amended to remove the phrase “and that failure continues for two Local Business Days” and insert the phrase “and that failure continues for the following periods: Leverage Factor Required Time of Delivery Excess over Maximum Leverage Factor (in relation to time notification is delivered) Less than 5% Within two Local Business Days Greater than 5% but less than 10% Within one Local Business Day Greater than 10% Same Local Business Day Independent Amount: $456,835,544, to be transferred by Buyer to the Custody Account on the Effective Date Eligible Collateral: Cash or Non-Cash Collateral Cash Collateral As of any date of determination, the Cash portion of the Posted Collateral, which, for the avoidance of doubt, includes the Independent Amount Non-Cash Collateral: The Class A ordinary shares of the Issuer Leverage Factor: (Equity Notional Amount — Collateral Value of Cash Collateral) / (Market Value X Number of Shares + Collateral Value of Non-Cash Collateral) Market Value: Closing price per Share, as determined by the Calculation Agent Initial Leverage Factor: 40% Maximum Leverage Factor: 45%, subject to adjustment as provided below where 30 ADV is the 30-day moving average daily trading volume of the Shares on the New York Stock Exchange 30 ADV (in millions of Shares) Initial and Maximum Leverage Factor Adjustment Greater than 2.5 No adjustment Greater than 2.0 to 2.5 -10 % Greater than 1.5 to 2.0 -15 % Greater than 1.0 to 1.5 -20 % Additional Independent Amount: If the Leverage Factor on any Scheduled Trading Day is greater than the Maximum Leverage Factor, an amount equal to the greater of US$20 million or the amount required to reduce the Leverage Factor to below the Initial Leverage Factor. Notification Time: 12:00 p.m., New York City time Return Amount: In lieu of Paragraph 3(b) of the CSA, the following provision shall apply: With respect to each Scheduled Trading Day on which the Leverage Factor is less than the Initial Leverage Factor, BofA shall, if requested in writing by Counterparty no later than within 5 (five) 1:00 p.m. New York City time on such Scheduled Trading Day, return to Counterparty, no later than 5:00 pm New York City time on the following Exchange Business Days from Day, the receipt Additional Independent Amounts that are then part of Mintos or the Loan Originator’s request Posted Collateral, but only up to provide Mintos or an amount required to increase the Loan Originator with all necessary authority, consents and permits for Mintos or Leverage Factor to the Loan Originator Initial Leverage Factor. For the purposes of valuation of any Non-Cash Collateral that is to be able to execute returned, the rights and obligations specified in the Agreement.
8.8. The Assignee understands and is informed that Mintos and the Loan Originator are not obliged to disclose to the Assignee the information and/or documents related to the enforcement of Calculation Agent shall base such value on the Collateral (if any) and/or other debt collection proceedings against the Borrower. The Assignee shall not make any complaints against Mintos, the Loan Originator and the Borrower in this regardValue of Non-Cash Collateral at that time.
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Sources: Confirmation of Otc Postpaid Share Forward (Ai International Chemicals S.A.R.L.)
Collateral. 8.1. This Section shall be applicable if Borrower has good title to, has rights in, and the power to transfer each item of the Collateral is expressly indicated among upon which it purports to ▇▇▇▇▇ ▇ ▇▇▇▇ hereunder, free and clear of any and all Liens except Permitted Liens. Borrower has no deposit accounts other information about than the Claim deposit accounts with Bank, the deposit accounts, if any, described in the Portal.
8.2Perfection Certificate delivered to Bank in connection herewith, or of which Borrower has given Bank notice and taken such actions as are necessary to give Bank a perfected security interest therein. The Loan Originator along with the Claim shall not transfer to the Assignee all rights related thereto and existing at the moment of the assignment arising from the Collateral. The Assignee understands that by assignment of the Claim security interest incorporated in the Collateral is not re-registered in favour the possession of any third party bailee (such as a warehouse) except as otherwise provided in the Perfection Certificate. None of the Assignee and remains registered in favour components of the Loan Originator.
8.3. The Loan Originator handles all matters related to Collateral, including the registration, amending and cancellation of mortgages and commercial pledges, including submits and receives all necessary documents Collateral shall be maintained at locations other than as provided in the respective pledge registers.
8.4Perfection Certificate or as Borrower has given Bank notice pursuant to Section 7.2. The Assignee understands and agrees In the event that Borrower, after the Loan Originator during the validity term date hereof, intends to store or otherwise deliver any portion of the Agreement without Collateral to a prior coordination bailee, then Borrower will first receive the written consent of Bank and such bailee must execute and deliver a bailee agreement in form and substance satisfactory to Bank in its sole discretion. All Financed Equipment is new, except for such Financed Equipment that has been disclosed in writing to Bank by Borrower as “used” and that Bank, in its sole discretion, has agreed to finance. All Inventory is in all material respects of good and marketable quality, free from material defects. Borrower is the sole owner of its intellectual property, except for non-exclusive licenses granted to its customers in the ordinary course of business. Each patent is valid and enforceable, and no part of the intellectual property has been judged invalid or unenforceable, in whole or in part, and to the best of Borrower’s knowledge, no claim has been made that any part of the intellectual property violates the rights of any third party except to the extent such claim could not reasonably be expected to have a material adverse effect on Borrower’s business. Except as noted on the Perfection Certificate, Borrower is not a party to, nor is bound by, any material license or other agreement with respect to which Borrower is the licensee (a) that prohibits or otherwise restricts Borrower from granting a security interest in Borrower’s interest in such license or agreement or any other property, or (b) for which a default under or termination of could interfere with the Assignee may make any amendments or sign any additional agreements to the Collateral documentation. The Assignee shall recognize such amendments to Collateral documents or additional agreements as binding and not make any complaints in this regard. The Loan Originator undertakes by making amendments or signing additional agreements to the Collateral documents to act in the interests of the Assignee with due care.
8.5. The Loan Originator shall keep all Collateral documentation and originals of the documents related to the registration of the pledge, including the land register certificate and the deed of commercial pledge registration. The Assignee understands and is informed that the Loan Originator has an obligation to ensure the confidentiality of the Borrowers’ personal data, therefore the Loan Originator shall not issue the documents related to the registration of pledge or their derivatives to the Assignee.
8.6. The Loan Originator by fulfilling the task provided by the Assignee pursuant to the Agreement has the Bank’s right to sell the Collateral any Collateral. Borrower shall provide written notice to Bank within ten (10) days of entering or a part thereof pursuant becoming bound by any such license or agreement (other than over-the-counter software that is commercially available to the Collateral documentation.
8.7public). The Assignee has an obligation immediatelyBorrower shall take such steps as Bank requests to obtain the consent of, but not later than within 5 or waiver by, any person whose consent or waiver is necessary for (fivex) Business Days from the receipt of Mintos all such licenses or the Loan Originator’s request to provide Mintos or the Loan Originator with all necessary authority, consents and permits for Mintos or the Loan Originator agreements to be able deemed “Collateral” and for Bank to execute have a security interest in it that might otherwise be restricted or prohibited by law or by the terms of any such license or agreement, whether now existing or entered into in the future, and (y) Bank to have the ability in the event of a liquidation of any Collateral to dispose of such Collateral in accordance with Bank’s rights and obligations specified in the Agreement.
8.8. The Assignee understands and is informed that Mintos remedies under this Agreement and the other Loan Originator are not obliged to disclose to the Assignee the information and/or documents related to the enforcement of the Collateral (if any) and/or other debt collection proceedings against the Borrower. The Assignee shall not make any complaints against Mintos, the Loan Originator and the Borrower in this regardDocuments.
Appears in 1 contract
Collateral. 8.1Borrower has good title to the Collateral, free of Liens except Permitted Liens. This Section shall be applicable if Borrower has no deposit account other than the Collateral is expressly indicated among other information about the Claim deposit accounts with Bank and deposit accounts described in the Portal.
8.2Perfection Certificate delivered to Bank in connection herewith. The Loan Originator along with the Claim shall not transfer to the Assignee all rights related thereto and existing at the moment of the assignment arising from the Collateral. The Assignee understands that by assignment of the Claim security interest incorporated in the Collateral is not re-registered in favour the possession of any third party bailee (such as a warehouse), except that which is in transit. Except as hereafter disclosed to Bank in writing by Borrower, none of the Assignee and remains registered in favour of the Loan Originator.
8.3. The Loan Originator handles all matters related to Collateral, including the registration, amending and cancellation of mortgages and commercial pledges, including submits and receives all necessary documents in the respective pledge registers.
8.4. The Assignee understands and agrees that the Loan Originator during the validity term of the Agreement without a prior coordination with the Assignee may make any amendments or sign any additional agreements to the Collateral documentation. The Assignee shall recognize such amendments to Collateral documents or additional agreements as binding and not make any complaints in this regard. The Loan Originator undertakes by making amendments or signing additional agreements to the Collateral documents to act in the interests of the Assignee with due care.
8.5. The Loan Originator shall keep all Collateral documentation and originals of the documents related to the registration of the pledge, including the land register certificate and the deed of commercial pledge registration. The Assignee understands and is informed that the Loan Originator has an obligation to ensure the confidentiality of the Borrowers’ personal data, therefore the Loan Originator shall not issue the documents related to the registration of pledge or their derivatives to the Assignee.
8.6. The Loan Originator by fulfilling the task provided by the Assignee pursuant to the Agreement has the right to sell the Collateral or a part thereof pursuant to the Collateral documentation.
8.7. The Assignee has an obligation immediately, but not later than within 5 (five) Business Days from the receipt of Mintos or the Loan Originator’s request to provide Mintos or the Loan Originator with all necessary authority, consents and permits for Mintos or the Loan Originator to be able to execute the rights and obligations specified in the Agreement.
8.8. The Assignee understands and is informed that Mintos and the Loan Originator are not obliged to disclose to the Assignee the information and/or documents related to the enforcement components of the Collateral (if any) and/or shall be maintained at locations other debt collection proceedings against than as provided in the Perfection Certificate. In the event that Borrower, after the date hereof, intends to store or otherwise deliver any portion of the Collateral to a bailee, then Borrower will first receive the written consent of Bank and such bailee must acknowledge in writing that the bailee is holding such Collateral for the benefit of Bank. The Assignee shall not make All Inventory is in all material respects of good and marketable quality, free from material defects. Borrower is the sole owner of its intellectual property, except for non-exclusive licenses granted to its customers or entered into with licensors in the ordinary course of business, and except for intellectual property that Borrower has licensed from others on a non-exclusive basis, or except where there is a co-inventor that shares Borrower’s patent rights. Each Patent is valid and enforceable and no part of the Intellectual Property has been judged invalid or unenforceable, in whole or in part, and to the best of Borrower’s knowledge, no claim has been made that any complaints against Mintos, part of the Loan Originator and Intellectual Property violates the Borrower in this regardrights of any third party.
Appears in 1 contract
Collateral. 8.1Borrower has good title to the Collateral, free of Liens except Permitted Liens. This Section shall be applicable if Borrower has no deposit account, other than the Collateral is expressly indicated among other information about the Claim deposit accounts with Bank and deposit accounts described in the Portal.
8.2Perfection Certificate delivered to the Bank in connection herewith. The Loan Originator along with Accounts are bona fide, existing obligations, and the Claim shall not transfer service or property has been performed or delivered to the Assignee all rights related thereto account debtor or its agent for immediate shipment to and existing at unconditional acceptance by the moment of the assignment arising from the Collateralaccount debtor. The Assignee understands that by assignment of the Claim security interest incorporated in the Collateral is not re-registered in favour the possession of any third party bailee (such as a warehouse). Except as hereafter disclosed to the Bank in writing by Borrower, none of the Assignee and remains registered in favour of the Loan Originator.
8.3. The Loan Originator handles all matters related to Collateral, including the registration, amending and cancellation of mortgages and commercial pledges, including submits and receives all necessary documents in the respective pledge registers.
8.4. The Assignee understands and agrees that the Loan Originator during the validity term of the Agreement without a prior coordination with the Assignee may make any amendments or sign any additional agreements to the Collateral documentation. The Assignee shall recognize such amendments to Collateral documents or additional agreements as binding and not make any complaints in this regard. The Loan Originator undertakes by making amendments or signing additional agreements to the Collateral documents to act in the interests of the Assignee with due care.
8.5. The Loan Originator shall keep all Collateral documentation and originals of the documents related to the registration of the pledge, including the land register certificate and the deed of commercial pledge registration. The Assignee understands and is informed that the Loan Originator has an obligation to ensure the confidentiality of the Borrowers’ personal data, therefore the Loan Originator shall not issue the documents related to the registration of pledge or their derivatives to the Assignee.
8.6. The Loan Originator by fulfilling the task provided by the Assignee pursuant to the Agreement has the right to sell the Collateral or a part thereof pursuant to the Collateral documentation.
8.7. The Assignee has an obligation immediately, but not later than within 5 (five) Business Days from the receipt of Mintos or the Loan Originator’s request to provide Mintos or the Loan Originator with all necessary authority, consents and permits for Mintos or the Loan Originator to be able to execute the rights and obligations specified in the Agreement.
8.8. The Assignee understands and is informed that Mintos and the Loan Originator are not obliged to disclose to the Assignee the information and/or documents related to the enforcement components of the Collateral shall be maintained at locations other than as provided in the Perfection Certificate. In the event that Borrower, after the date hereof, intends to store or otherwise deliver any portion of the Collateral to a bailee, then Borrower will first receive the written consent of Bank (if any) and/or other debt collection proceedings against the Borrower. The Assignee which consent shall not make be unreasonably withheld) and such bailee must acknowledge in writing that the bailee is holding such Collateral for the benefit of Bank. Borrower has no knowledge of any complaints against Mintosactual or imminent Insolvency Proceeding of any account debtor whose accounts are an Eligible Account in any Borrowing Base Certificate. All Inventory is in all material respects of good and marketable quality, free from material defects. To Borrower's knowledge, Borrower is the Loan Originator sole owner of the Intellectual Property, except for non-exclusive licenses granted to its customers in the ordinary course of business. To Borrower's knowledge, each Patent is valid and enforceable and no part of the Borrower Intellectual Property has been judged invalid or unenforceable, in this regardwhole or in part, and no claim has been made that any part of the Intellectual Property violates the rights of any third party except to the extent such claim could not reasonably be expected to cause a Material Adverse Change.
Appears in 1 contract
Collateral. 8.1Borrower has good title to the Collateral, free of Liens except Permitted Liens. This Section Borrower has no deposit account other than the deposit accounts with Bank and deposit accounts described in the Perfection Certificate delivered to Bank in connection herewith. The Collateral is not in the possession of any third party bailee (such as a warehouse). Except as hereafter disclosed to Bank in writing by Borrower, none of the components of the Collateral shall be applicable if maintained at locations other than as provided in the Perfection Certificate. In the event that Borrower, after the date hereof, intends to store or otherwise deliver any portion of the Collateral to a bailee, then Borrower will first receive the written consent of Bank and such bailee must acknowledge in writing that the bailee is expressly indicated among other information about holding such Collateral for the Claim benefit of Bank. All Inventory is in all material respects of good and marketable quality (exclusive of Inventory that is obsolete or slow moving and for which the Borrower has established sufficient reserves in accordance with GAAP), free from material defects. Borrower is the sole owner of its Intellectual Property, except for non-exclusive licenses granted to its customers in the Portal.
8.2ordinary course of business. The Loan Originator along with Each Patent is valid and enforceable and no part of the Claim shall not transfer Intellectual Property has been judged invalid or unenforceable, in whole or in part, and to the Assignee all rights related thereto and existing at the moment best of Borrower's knowledge, no claim has been made that any part of the assignment arising Intellectual Property violates the rights of any third party except to the extent such claim could not reasonably be expected to cause a Material Adverse Change. Except as noted on the Perfection Certificate, Borrower is not a party to, nor is bound by, any material license or other agreement with respect to which Borrower is the licensee that prohibits or otherwise restricts Borrower from granting a security interest in Borrower's interest in such license or agreement or any other property. Borrower shall provide written notice to Bank within thirty days of entering or becoming bound by any such license or agreement which is reasonably likely to have a material impact on Borrower's business or financial condition (other than over-the-counter software that is commercially available to the public). Borrower shall take such steps as Bank requests to obtain the consent of, or waiver by, any person whose consent or waiver is necessary for all such licenses or contract rights to be deemed "Collateral. The Assignee understands " and for Bank to have a security interest in it that might otherwise be restricted or prohibited by law or by the terms of any such license or agreement (such consent or authorization may include a licensor's agreement to a contingent assignment of the Claim security interest incorporated license to Bank if Bank determines that is necessary in its good faith judgment), whether now existing or entered into in the Collateral is not re-registered in favour of the Assignee and remains registered in favour of the Loan Originatorfuture.
8.3. The Loan Originator handles all matters related to Collateral, including the registration, amending and cancellation of mortgages and commercial pledges, including submits and receives all necessary documents in the respective pledge registers.
8.4. The Assignee understands and agrees that the Loan Originator during the validity term of the Agreement without a prior coordination with the Assignee may make any amendments or sign any additional agreements to the Collateral documentation. The Assignee shall recognize such amendments to Collateral documents or additional agreements as binding and not make any complaints in this regard. The Loan Originator undertakes by making amendments or signing additional agreements to the Collateral documents to act in the interests of the Assignee with due care.
8.5. The Loan Originator shall keep all Collateral documentation and originals of the documents related to the registration of the pledge, including the land register certificate and the deed of commercial pledge registration. The Assignee understands and is informed that the Loan Originator has an obligation to ensure the confidentiality of the Borrowers’ personal data, therefore the Loan Originator shall not issue the documents related to the registration of pledge or their derivatives to the Assignee.
8.6. The Loan Originator by fulfilling the task provided by the Assignee pursuant to the Agreement has the right to sell the Collateral or a part thereof pursuant to the Collateral documentation.
8.7. The Assignee has an obligation immediately, but not later than within 5 (five) Business Days from the receipt of Mintos or the Loan Originator’s request to provide Mintos or the Loan Originator with all necessary authority, consents and permits for Mintos or the Loan Originator to be able to execute the rights and obligations specified in the Agreement.
8.8. The Assignee understands and is informed that Mintos and the Loan Originator are not obliged to disclose to the Assignee the information and/or documents related to the enforcement of the Collateral (if any) and/or other debt collection proceedings against the Borrower. The Assignee shall not make any complaints against Mintos, the Loan Originator and the Borrower in this regard.
Appears in 1 contract
Collateral. 8.1. This Section shall be applicable if Borrower has good title to, rights in, and the power to transfer each item of the Collateral is expressly indicated among upon which it purports to ▇▇▇▇▇ ▇ ▇▇▇▇ hereunder, free and clear of any and all Liens except Permitted Liens. No Credit Party has Collateral Accounts at or with any bank or financial institution other information about than Bank or Bank’s Affiliates except for (i) the Claim Collateral Accounts described in the Portal.
8.2Perfection Certificate delivered to Bank in connection herewith, (ii) the Excluded Accounts, and (iii) the Collateral Accounts permitted by Section 6.6(b) hereof, and which, to the extent required under this Agreement (and not otherwise waived in writing by Bank) or reasonably requested by Bank, Borrower has taken such actions as are necessary to give Bank a perfected security interest therein, pursuant to the terms of Section 6.6(b). The Loan Originator along with the Claim shall not transfer to the Assignee all rights related thereto and Accounts are bona fide, existing at the moment obligations of the assignment arising from Account Debtors. Except as otherwise provided in the Collateral. The Assignee understands that by assignment of the Claim security interest incorporated in Perfection Certificate or as permitted pursuant to Section 7.2, the Collateral is not re-registered in favour the possession of any third party bailee (such as a warehouse). None of the Assignee and remains registered in favour of the Loan Originator.
8.3. The Loan Originator handles all matters related to Collateral, including the registration, amending and cancellation of mortgages and commercial pledges, including submits and receives all necessary documents in the respective pledge registers.
8.4. The Assignee understands and agrees that the Loan Originator during the validity term of the Agreement without a prior coordination with the Assignee may make any amendments or sign any additional agreements to the Collateral documentation. The Assignee shall recognize such amendments to Collateral documents or additional agreements as binding and not make any complaints in this regard. The Loan Originator undertakes by making amendments or signing additional agreements to the Collateral documents to act in the interests of the Assignee with due care.
8.5. The Loan Originator shall keep all Collateral documentation and originals of the documents related to the registration of the pledge, including the land register certificate and the deed of commercial pledge registration. The Assignee understands and is informed that the Loan Originator has an obligation to ensure the confidentiality of the Borrowers’ personal data, therefore the Loan Originator shall not issue the documents related to the registration of pledge or their derivatives to the Assignee.
8.6. The Loan Originator by fulfilling the task provided by the Assignee pursuant to the Agreement has the right to sell the Collateral or a part thereof pursuant to the Collateral documentation.
8.7. The Assignee has an obligation immediately, but not later than within 5 (five) Business Days from the receipt of Mintos or the Loan Originator’s request to provide Mintos or the Loan Originator with all necessary authority, consents and permits for Mintos or the Loan Originator to be able to execute the rights and obligations specified in the Agreement.
8.8. The Assignee understands and is informed that Mintos and the Loan Originator are not obliged to disclose to the Assignee the information and/or documents related to the enforcement components of the Collateral shall be maintained at locations other than as provided in the Perfection Certificate (if anyas of the Effective Date) and/or other debt collection proceedings against or as permitted pursuant to Section 7.2. Except for Permitted Liens, each Credit Party is the sole owner of the Intellectual Property which it owns or purports to own. Each Patent which it owns or purports to own and which is material to the business of the Credit Parties and their Subsidiaries has been duly maintained and is valid and in full force and effect, and no part of the Intellectual Property which any Credit Party owns or purports to own and which is material to a Credit Party’s business has been judged invalid or unenforceable, in whole or in part. To the best of Borrower’s knowledge, no claim has been made that any part of the Intellectual Property infringes the rights of any third party except to the extent such claim would not reasonably be expected to have a material adverse effect on the business of the Credit Parties and their Subsidiaries. The Assignee shall not make Except for Restricted Licenses noted on the Perfection Certificate as of the Effective Date, no Credit Party is a party to, nor is it bound by, any complaints against Mintos, Restricted License with respect to which the Loan Originator and Credit Party has failed to take the Borrower in this regardactions required by Section 6.8(c).
Appears in 1 contract
Collateral. 8.1Borrower has good title to, has rights in, and the power to transfer each item of the Collateral upon which it purports to ▇▇▇▇▇ ▇ ▇▇▇▇ hereunder, free and clear of any and all Liens except Permitted Liens. This Section Borrower has no deposit accounts other than the deposit accounts with Bank, the deposit accounts, if any, described in the Perfection Certificate delivered to Bank in connection herewith, or of which Borrower has given Bank notice and taken such actions as are necessary to give Bank a perfected security interest therein. The Accounts are bona fide, existing obligations of the Account Debtors. The Collateral is not in the possession of any third party bailee (such as a warehouse) except as otherwise provided in the Perfection Certificate. None of the components of the Collateral shall be applicable if maintained at locations other than as provided in the Perfection Certificate or as Borrower has given Bank written notice. In the event that Borrower, after the date hereof, intends to store or otherwise deliver any portion of the Collateral to a bailee, then Borrower will first receive the written consent of Bank and such bailee must execute and deliver a bailee agreement in form and substance satisfactory to Bank in its sole discretion. All Inventory is expressly indicated among in all material respects of good and marketable quality, free from material defects. Except as noted on the Perfection Certificate, Borrower is not a party to, nor is bound by, any material license or other information about material agreement with respect to which Borrower is the Claim licensee that prohibits or otherwise restricts Borrower from granting a security interest in the Portal.
8.2Borrower's interest in such license or agreement or any other property. The Loan Originator along with the Claim Borrower shall not transfer provide written notice to Bank within ten (10) days of entering or becoming bound by any such license or agreement which is reasonably likely to have a material impact on Borrower's business or financial condition (other than over-the-counter software that is commercially available to the Assignee public). Borrower shall take such steps as Bank requests to obtain the consent of, or waiver by, any person whose consent or waiver is necessary for all such licenses or contract rights related thereto to be deemed "Collateral" and existing at for Bank to have a security interest in it that might otherwise be restricted or prohibited by law or by the moment terms of the assignment arising from the Collateral. The Assignee understands that by any such license or agreement (such consent or authorization may include a licensor's agreement to a contingent assignment of the Claim security interest incorporated license to Bank if Bank determines that is necessary in its good faith judgment), whether now existing or entered into in the Collateral is not re-registered in favour of the Assignee and remains registered in favour of the Loan Originatorfuture.
8.3. The Loan Originator handles all matters related to Collateral, including the registration, amending and cancellation of mortgages and commercial pledges, including submits and receives all necessary documents in the respective pledge registers.
8.4. The Assignee understands and agrees that the Loan Originator during the validity term of the Agreement without a prior coordination with the Assignee may make any amendments or sign any additional agreements to the Collateral documentation. The Assignee shall recognize such amendments to Collateral documents or additional agreements as binding and not make any complaints in this regard. The Loan Originator undertakes by making amendments or signing additional agreements to the Collateral documents to act in the interests of the Assignee with due care.
8.5. The Loan Originator shall keep all Collateral documentation and originals of the documents related to the registration of the pledge, including the land register certificate and the deed of commercial pledge registration. The Assignee understands and is informed that the Loan Originator has an obligation to ensure the confidentiality of the Borrowers’ personal data, therefore the Loan Originator shall not issue the documents related to the registration of pledge or their derivatives to the Assignee.
8.6. The Loan Originator by fulfilling the task provided by the Assignee pursuant to the Agreement has the right to sell the Collateral or a part thereof pursuant to the Collateral documentation.
8.7. The Assignee has an obligation immediately, but not later than within 5 (five) Business Days from the receipt of Mintos or the Loan Originator’s request to provide Mintos or the Loan Originator with all necessary authority, consents and permits for Mintos or the Loan Originator to be able to execute the rights and obligations specified in the Agreement.
8.8. The Assignee understands and is informed that Mintos and the Loan Originator are not obliged to disclose to the Assignee the information and/or documents related to the enforcement of the Collateral (if any) and/or other debt collection proceedings against the Borrower. The Assignee shall not make any complaints against Mintos, the Loan Originator and the Borrower in this regard.
Appears in 1 contract
Collateral. 8.1Borrower and each Guarantor have good title to its Collateral, free of Liens except Permitted Liens. This Section shall be applicable Borrower has no deposit accounts other than the deposit accounts with Bank, the deposit accounts, if any, described in the Perfection Certificate delivered to Bank in connection herewith, or of which Borrower has given Bank notice and taken such actions as are necessary to give Bank a perfected security interest therein. The Accounts are bona fide, existing obligations, and the service or property has been performed or delivered to the account debtor or its agent for immediate shipment to and unconditional acceptance by the account debtor. The Collateral is maintained at the locations set forth in the Perfection Certificate. The Collateral is not in the possession of any third party bailee (such as at a warehouse) except as provided in the Perfection Certificate. In the event that Borrower or any Guarantor, after the date hereof, intends to store or otherwise deliver the Collateral to a bailee, then Borrower and such Guarantor shall receive the prior written consent of Bank (such consent not to be unreasonably withheld), and such bailee must acknowledge in writing that the bailee is expressly indicated among other information about holding such Collateral for the Claim benefit of Bank. All Inventory is in all material respects of good and marketable quality, free from material defects. Borrower and Guarantors are the sole owner of its respective Intellectual Property, except for licenses granted to its customers in the Portal.
8.2ordinary course of business. The Loan Originator along with the Claim shall not transfer to the Assignee all rights related thereto To Borrower's knowledge, each Patent is valid and existing at the moment enforceable, and no material part of the assignment arising Intellectual Property has been judged invalid or unenforceable, in whole or in part, and no claim has been made that any part of the Intellectual Property violates the rights of any third party except for any such claim that would not be expected to result in a Material Adverse Change. Borrower is not a party to, nor is bound by, any license or other agreement with respect to which Borrower is the licensee that prohibits or otherwise restricts Borrower from granting a security interest in Borrower's interest in such license or agreement or any other property. Borrower shall take such steps as Bank requests to obtain the consent of, or waiver by, any person whose consent or waiver is necessary for all such licenses or contract rights to be deemed “Collateral. The Assignee understands ” and for Bank to have a security interest in it that might otherwise be restricted or prohibited by law or by the terms of any such license or agreement (such consent or authorization may include a licensor's agreement to a contingent assignment of the Claim security interest incorporated license to Bank if Bank determines that is necessary in its good faith judgment), whether now existing or entered into in the Collateral is not re-registered in favour of the Assignee and remains registered in favour of the Loan Originatorfuture.
8.3. The Loan Originator handles all matters related to Collateral, including the registration, amending and cancellation of mortgages and commercial pledges, including submits and receives all necessary documents in the respective pledge registers.
8.4. The Assignee understands and agrees that the Loan Originator during the validity term of the Agreement without a prior coordination with the Assignee may make any amendments or sign any additional agreements to the Collateral documentation. The Assignee shall recognize such amendments to Collateral documents or additional agreements as binding and not make any complaints in this regard. The Loan Originator undertakes by making amendments or signing additional agreements to the Collateral documents to act in the interests of the Assignee with due care.
8.5. The Loan Originator shall keep all Collateral documentation and originals of the documents related to the registration of the pledge, including the land register certificate and the deed of commercial pledge registration. The Assignee understands and is informed that the Loan Originator has an obligation to ensure the confidentiality of the Borrowers’ personal data, therefore the Loan Originator shall not issue the documents related to the registration of pledge or their derivatives to the Assignee.
8.6. The Loan Originator by fulfilling the task provided by the Assignee pursuant to the Agreement has the right to sell the Collateral or a part thereof pursuant to the Collateral documentation.
8.7. The Assignee has an obligation immediately, but not later than within 5 (five) Business Days from the receipt of Mintos or the Loan Originator’s request to provide Mintos or the Loan Originator with all necessary authority, consents and permits for Mintos or the Loan Originator to be able to execute the rights and obligations specified in the Agreement.
8.8. The Assignee understands and is informed that Mintos and the Loan Originator are not obliged to disclose to the Assignee the information and/or documents related to the enforcement of the Collateral (if any) and/or other debt collection proceedings against the Borrower. The Assignee shall not make any complaints against Mintos, the Loan Originator and the Borrower in this regard.
Appears in 1 contract
Collateral. 8.113.3.1 S▇▇▇▇ Mart agrees that upon receipt of written notice from Lender referring to this Section 13.3.1, S▇▇▇▇ Mart will hold the Supplier’s share of the proceeds from the Collateral for the account of the Lender and subject to Lender’s instructions and shall release such proceeds only to the Lender or as otherwise directed by a court. This Section Any such payments shall be applicable made free of any set-off, reduction, or counterclaim, (including, without limitation, any set-off, reduction or counterclaim based upon any alleged breach by Supplier of this Agreement).
13.3.2 S▇▇▇▇ Mart agrees that in addition to its obligations under Section 13.3.1, upon receipt of written notice from Supplier’s Lender (“Lender’s Default Notice”) referring to this Section 13.3.2 that represents to S▇▇▇▇ Mart that there is the occurrence and continuance of a default under the financing arrangements between Supplier and Supplier’s Lender and stating the intent of Supplier’s Lender to exercise its remedies as a result of the occurrence of such default, such Lender’s Default Notice shall constitute a termination of the Supply Right and S▇▇▇▇ Mart shall hold the Collateral for the account of Supplier’s Lender and subject to the instructions of Supplier’s Lender. In that regard, Supplier’s Lender may liquidate the then existing inventory of Merchandise in S▇▇▇▇ Mart’s possession, subject to Section 7.6 hereof (other than the time period provided therein), for a period of up to sixty (60) days after the commencement of such liquidation which shall commence no later than thirty (30) days after S▇▇▇▇ Mart’s receipt of Lender’s Default Notice and in connection with such liquidation, S▇▇▇▇ Mart shall comply with its obligations under this Agreement to the same extent as if the Lender were the Supplier. At the end of such liquidation, and subject to the provisions of Section 5 hereof, the Supplier’s Lender may repossess and remove any remaining Collateral is expressly indicated among other information about from the Claim S▇▇▇▇ Mart locations, as Supplier’s Lender in its discretion may elect; provided, however, that Lender agrees to the removal of such Collateral only in accordance with such reasonable limitations on the time and manner of such removal as S▇▇▇▇ Mart shall require which limitations are intended to avoid disruption of S▇▇▇▇ Mart’s normal operations or any possible confusion in the Portal.
8.2mind of the public as to whether any of S▇▇▇▇ Mart’s assets are being removed. The Loan Originator along In connection with any liquidation of the Claim Merchandise from S▇▇▇▇ Mart’s premises, all advertising with respect to such sale shall be subject to the prior approval of S▇▇▇▇ Mart (which approval shall be given or withheld in S▇▇▇▇ Mart’s good faith discretion and promptly so as not to unreasonably delay the exercise of Supplier’s Lender’s rights). S▇▇▇▇ Mart shall not transfer be deemed to have failed to have acted in good faith by refusing to approve any advertising which refers to any “going out of business sale”, “liquidation” or similar terms or which could create any possible confusion in the Assignee all rights related thereto and existing at the moment mind of the assignment public as to whether any of S▇▇▇▇ Mart’s assets are being liquidated. Upon any removal of the Collateral in accordance with this Agreement, Supplier’s Lender shall not be liable for any diminution in the value of the S▇▇▇▇ Mart’s Premises or S▇▇▇▇ Mart’s business which is caused by the removal or absence of the Collateral. Supplier’s Lender does hereby agree to indemnify and hold harmless S▇▇▇▇ Mart from all damages and costs of defense (including reasonable attorneys’ fees) arising from the Collateral. The Assignee understands that claims of any and all third parties, including, without limitation, Supplier, against S▇▇▇▇ Mart for complying with any directions of Supplier’s Lender, except to the extent S▇▇▇▇ Mart is finally determined by assignment a court of competent jurisdiction to have committed willful misconduct or to have acted in a grossly negligent manner or in actual bad faith.
13.3.3 Nothing contained herein shall obligate Supplier’s Lender to undertake any such action, nor shall anything contained herein constitute the Supplier’s Lender’s assumption of any obligations of the Claim security interest incorporated in Supplier under this Agreement. However, to the extent and during the period of Supplier’s Lender’s exercise of control over the Collateral is not re-registered while in favour of S▇▇▇▇ Mart’s stores, Supplier’s Lender agrees to provide by the Assignee and remains registered in favour of terms hereof as they relate to the Loan OriginatorCollateral.
8.3. The Loan Originator handles all matters related 13.3.4 S▇▇▇▇ Mart will provide to Collateralthe Lender, including as and when forwarded or furnished to the registrationSupplier, amending a copy of any formal notice of any breach by Supplier (with the same degree of particularity as S▇▇▇▇ Mart provides Supplier) of this Agreement given by S▇▇▇▇ Mart to the Supplier and cancellation any notice of mortgages and commercial pledges, including submits and receives all necessary documents in the respective pledge registerstermination of this Agreement.
8.4. The Assignee understands 13.3.5 S▇▇▇▇ Mart acknowledges and agrees that the Loan Originator during Lender has no obligation to make any loan or advance to the validity term Supplier for the purpose of assisting the Supplier in the performance of its obligations under this Agreement, including, without limitation, for paying any amounts due from the Supplier to S▇▇▇▇ Mart. S▇▇▇▇ Mart is not a beneficiary of the Agreement without a prior coordination with the Assignee may make any amendments or sign any additional financing agreements to the Collateral documentation. The Assignee and shall recognize such amendments to Collateral documents or additional agreements as binding and not make any complaints in this regard. The Loan Originator undertakes by making amendments or signing additional agreements to the Collateral documents to act in the interests of the Assignee with due care.
8.5. The Loan Originator shall keep all Collateral documentation and originals of the documents related to the registration of the pledge, including the land register certificate and the deed of commercial pledge registration. The Assignee understands and is informed that the Loan Originator has an obligation to ensure the confidentiality of the Borrowers’ personal data, therefore the Loan Originator shall not issue the documents related to the registration of pledge or their derivatives to the Assignee.
8.6. The Loan Originator by fulfilling the task provided by the Assignee pursuant to the Agreement has the have no right to sell enforce the Collateral terms thereof or a part thereof pursuant to the Collateral documentationassert any claims hereunder.
8.7. The Assignee has an obligation immediately, but not later than within 5 (five) Business Days from the receipt of Mintos or the Loan Originator’s request to provide Mintos or the Loan Originator with all necessary authority, consents and permits for Mintos or the Loan Originator to be able to execute the rights and obligations specified in the Agreement.
8.8. The Assignee understands and is informed that Mintos and the Loan Originator are not obliged to disclose to the Assignee the information and/or documents related to the enforcement of the Collateral (if any) and/or other debt collection proceedings against the Borrower. The Assignee shall not make any complaints against Mintos, the Loan Originator and the Borrower in this regard.
Appears in 1 contract
Sources: Supply Agreement (DSW Inc.)
Collateral. 8.1(a) Each of the Borrower and (until no longer applicable pursuant to Section 3.6) Endeavor has good and marketable title to the Collateral granted by it, and the Collateral Documents constitute the legal, valid and perfected Liens on the Collateral, free of all Liens except those permitted by this Agreement in Section 6.2.
(b) The Borrower has, with respect to the Collateral, the working interests and net revenue interests therein as reported to the Agent in connection with the negotiation of this Agreement. This Section Without limiting the preceding sentence, except as otherwise specifically disclosed to the Agent in writing, all of the proved reserves (whether producing or not, and whether proved developed or proved undeveloped) included in the reserve reports covering the Borrower’s properties in the States of Texas and Louisiana most recently delivered to the Agent are owned as so reported, are encumbered Collateral in favor of the Agent, and are properly described in the Collateral Documents. Except as otherwise specifically disclosed to the Agent in writing with respect to any particular part of the Borrower’s properties, (i) the Borrower is not obligated, whether by virtue of any payment under any contract providing for the sale by the Borrower of hydrocarbons which contains a “take or pay” clause or under any similar arrangement or by virtue of any production payment or otherwise, to deliver hydrocarbons produced or to be produced from the Borrower’s properties at any time after the Closing Date without then or thereafter receiving full payment therefor, except for Permitted Hedge Agreements; (ii) none of the Borrower’s properties is subject to any contractual or other arrangement whereby payment for production is to be deferred for a substantial period after the month in which such production is delivered; (iii) none of the Borrower’s properties is subject to an arrangement or agreement under which any purchaser or other Person is currently entitled to “make-up” or otherwise receive material deliveries of hydrocarbons at any time after the Closing Date without paying at such time the full contract price therefor; and (iv) no Person is currently entitled to receive any material portion of the interest of the Borrower in any hydrocarbons or to receive cash or other payments from the Borrower to “balance” any disproportionate allocation of hydrocarbons under any operating agreement, cash balancing and storage agreement, gas processing or dehydration agreement, or other similar agreements. For purposes of this paragraph, “material” shall be applicable if mean two hundred ($200,000.00) dollars (or more) or an amount of property with an equivalent value.
(c) The Borrower’s natural gas production from substantially all of the ▇▇▇▇▇ operated by the Borrower located on acreage in ▇▇▇▇▇▇▇▇ and Panola Counties, Texas, is dedicated to Endeavor JV under the Gas Gathering Agreement. Otherwise, none of the Collateral is expressly indicated among other information about the Claim in the Portalsubject to any calls on production of hydrocarbons or any gathering or transportation dedications or commitments of any kind.
8.2. (d) Endeavor JV has good and marketable title to the gas gathering system servicing the Collateral in ▇▇▇▇▇▇▇▇ and Panola counties, Texas.
(e) On the Closing Date all of the natural gas produced by the Borrower from (and as) Collateral in East Texas for which the Borrower is the operator is sold by the Borrower to Endeavor at the wellhead.
(f) The Loan Originator along Borrower is in compliance with the Claim shall not transfer requirement in Subsection 3.3(c) that all properties included within the Borrowing Base from time to the Assignee all rights related thereto and existing at the moment of the assignment arising from the time are timely encumbered as Collateral. The Assignee understands that by assignment of the Claim security interest incorporated in the Collateral is not re-registered in favour of the Assignee and remains registered in favour of the Loan Originator.
8.3. The Loan Originator handles all matters related to Collateral, including the registration, amending and cancellation of mortgages and commercial pledges, including submits and receives all necessary documents in the respective pledge registers.
8.4. The Assignee understands and agrees that the Loan Originator during the validity term of the Agreement without a prior coordination with the Assignee may make any amendments or sign any additional agreements to the Collateral documentation. The Assignee shall recognize such amendments to Collateral documents or additional agreements as binding and not make any complaints in this regard. The Loan Originator undertakes by making amendments or signing additional agreements to the Collateral documents to act in the interests of the Assignee with due care.
8.5. The Loan Originator shall keep all Collateral documentation and originals of the documents related to the registration of the pledge, including the land register certificate and the deed of commercial pledge registration. The Assignee understands and is informed that the Loan Originator has an obligation to ensure the confidentiality of the Borrowers’ personal data, therefore the Loan Originator shall not issue the documents related to the registration of pledge or their derivatives to the Assignee.
8.6. The Loan Originator by fulfilling the task provided by the Assignee pursuant to the Agreement has the right to sell the Collateral or a part thereof pursuant to the Collateral documentation.
8.7. The Assignee has an obligation immediately, but not later than within 5 (five) Business Days from the receipt of Mintos or the Loan Originator’s request to provide Mintos or the Loan Originator with all necessary authority, consents and permits for Mintos or the Loan Originator to be able to execute the rights and obligations specified in the Agreement.
8.8. The Assignee understands and is informed that Mintos and the Loan Originator are not obliged to disclose to the Assignee the information and/or documents related to the enforcement of the Collateral (if any) and/or other debt collection proceedings against the Borrower. The Assignee shall not make any complaints against Mintos, the Loan Originator and the Borrower in this regard.
Appears in 1 contract
Sources: Loan Agreement (GMX Resources Inc)
Collateral. 8.1. This Section shall be applicable if Borrower has good title to, has rights in, and the power to transfer each item of the Collateral is expressly indicated among upon which it purports to ▇▇▇▇▇ ▇ ▇▇▇▇ hereunder, free and clear of any and all Liens except Permitted Liens. Borrower has no deposit accounts other information about than the Claim deposit accounts with Bank, the deposit accounts, if any, described in the Portal.
8.2Perfection Certificate delivered to Bank in connection herewith, or of which Borrower has given Bank notice and taken such actions as are necessary to give Bank a perfected security interest therein. The Loan Originator along with the Claim shall not transfer to the Assignee all rights related thereto and Accounts are bona fide, existing at the moment obligations of the assignment arising from the CollateralAccount Debtors. The Assignee understands that by assignment of the Claim security interest incorporated in the Collateral is not re-registered in favour the possession of any third party bailee (such as a warehouse) except as otherwise provided in the Perfection Certificate. None of the Assignee and remains registered in favour components of the Loan Originator.
8.3. The Loan Originator handles all matters related to Collateral, including the registration, amending and cancellation of mortgages and commercial pledges, including submits and receives all necessary documents Collateral shall be maintained at locations other than as provided in the respective pledge registers.
8.4Perfection Certificate. The Assignee understands and agrees In the event that Borrower, after the Loan Originator during the validity term date hereof, intends to store or otherwise deliver any portion of the Agreement without Collateral to a prior coordination bailee, then Borrower will first receive the written consent of Bank and such bailee must execute and deliver a bailee agreement in form and substance satisfactory to Bank in its sole discretion. All Inventory is in all material respects of good and marketable quality, free from material defects. Borrower is the sole owner of its intellectual property, except for non-exclusive licenses granted to its customers in the ordinary course of business. Each patent is valid and enforceable and no part of the intellectual property has been judged invalid or unenforceable, in whole or in part, and to the best of Borrower’s knowledge, no claim has been made that any part of the intellectual property violates the rights of any third party. Except as noted on the Perfection Certificate, Borrower is not a party to, nor is bound by, any material license or other agreement with respect to which Borrower is the licensee (a) that prohibits or otherwise restricts Borrower from granting a security interest in Borrower’s interest in such license or agreement or any other property, or (b) for which a default under or termination of could interfere with the Assignee may make any amendments or sign any additional agreements to the Collateral documentation. The Assignee shall recognize such amendments to Collateral documents or additional agreements as binding and not make any complaints in this regard. The Loan Originator undertakes by making amendments or signing additional agreements to the Collateral documents to act in the interests of the Assignee with due care.
8.5. The Loan Originator shall keep all Collateral documentation and originals of the documents related to the registration of the pledge, including the land register certificate and the deed of commercial pledge registration. The Assignee understands and is informed that the Loan Originator has an obligation to ensure the confidentiality of the Borrowers’ personal data, therefore the Loan Originator shall not issue the documents related to the registration of pledge or their derivatives to the Assignee.
8.6. The Loan Originator by fulfilling the task provided by the Assignee pursuant to the Agreement has the Bank’s right to sell the Collateral any Collateral. Borrower shall provide written notice to Bank within ten (10) days of entering or a part thereof pursuant becoming bound by any such license or agreement (other than over-the-counter software that is commercially available to the Collateral documentation.
8.7public). The Assignee has an obligation immediatelyBorrower shall take such steps as Bank requests to obtain the consent of, but not later than within 5 or waiver by, any person whose consent or waiver is necessary for (fivex) Business Days from the receipt of Mintos all such licenses or the Loan Originator’s request to provide Mintos or the Loan Originator with all necessary authority, consents and permits for Mintos or the Loan Originator agreements to be able deemed “Collateral” and for Bank to execute have a security interest in it that might otherwise be restricted or prohibited by law or by the terms of any such license or agreement, whether now existing or entered into in the future, and (y) Bank to have the ability in the event of a liquidation of any Collateral to dispose of such Collateral in accordance with Bank’s rights and obligations specified in the Agreement.
8.8. The Assignee understands and is informed that Mintos remedies under this Agreement and the other Loan Originator are not obliged to disclose to the Assignee the information and/or documents related to the enforcement of the Collateral (if any) and/or other debt collection proceedings against the Borrower. The Assignee shall not make any complaints against Mintos, the Loan Originator and the Borrower in this regardDocuments.
Appears in 1 contract
Sources: Loan and Security Agreement (Ramtron International Corp)
Collateral. 8.1. This Section shall be applicable if the Collateral is expressly indicated among other information about the Claim in the Portal.
8.2. The Loan Originator along with the Claim shall not transfer to the Assignee all rights related thereto and existing at the moment of the assignment arising from the Collateral. The Assignee understands that by assignment of the Claim security interest incorporated in the Collateral is not re-registered in favour of the Assignee and remains registered in favour repayment of the Loan Originator.
8.3. The Loan Originator handles and all matters related to Collateralextensions and renewals thereof, and the performance of all obligations of Borrower hereunder, including the registrationobligations under the Promissory Note, amending shall be secured by the following:
a) A first lien on the asphalt terminal, blending and cancellation emulsion facility including all buildings, storage tanks and improvements referred to above, to be more fully described in a security agreement (the "SECURITY AGREEMENT") from Borrower to Lender perfected by a U.C.C.- 1 Financing Statement and Fixture Filing to be filed with the public officials deemed necessary by Lender. Although Borrower will be leasing the land on which said collateral will be located, the lease shall provide that such collateral does not become the property of mortgages the landlord when it is placed on the land, and commercial pledgesit may be removed therefrom by Borrower, including submits or by Lender upon a loan default.
b) A lien, evidenced by a blanket security agreement (also know as the "SECURITY AGREEMENT") on all furniture, supplies, inventory, equipment, machinery, fixtures, accounts, accounts receivable, contract rights, instruments, documents, chattel paper, chases in action, intellectual property and receives general intangibles presently or hereafter owned by Borrower, and perfected by a blanket U.C.C.- 1 Financing Statement to be filed with the public officials deemed necessary by Lender. The lien shall be a first lien with respect to all necessary documents such property other than the accounts receivable and the inventory. With respect to the accounts receivable and the inventory, the lien shall be second only to a revolving line of credit in the respective pledge registerssum not to exceed $3,000,000 (the "Line Limit"). The Borrower shall give the Lender written notice each quarter identifying the lender on the line of credit and stating the average balance of the line of credit over that quarter. If the lender on the line of credit changes, the Borrower shall give the prior written notice of such change. The level of borrowing against the accounts receivable and the inventory shall not be greater than the Line Limit without the prior written consent of the Lender, which consent will not be unreasonably withheld.
8.4c) An assignment (the "LEASE ASSIGNMENT") of all of Borrower's right, title and interest in and to the lease between the Union Pacific Railroad Company (or related entity) as Lessor, and the Borrower, as Lessee, (hereafter the "U.P. LEASE") covering the land (the "REAL PROPERTY") where the Borrower's emulsion plant is located, as more fully described in the Assignment. The Assignee understands Security Agreements and agrees that Lease Assignment shall collectively be known as the Loan Originator during the validity term of the Agreement without a prior coordination with the Assignee may make any amendments "COLLATERAL DOCUMENTS." The property secured by or sign any additional agreements otherwise subject to the Collateral documentationDocuments shall be collectively known as the "COLLATERAL". The Assignee shall recognize such amendments to Collateral documents or additional agreements as binding and not make any complaints in this regard. The Loan Originator undertakes by making amendments or signing additional agreements All loans from the lender to the Collateral documents Borrower, now or hereafter shall be, and hereby are agreed to act in the interests of the Assignee with due care.
8.5. The Loan Originator shall keep be, cross-collateralized, whereby all Collateral documentation and originals of the documents related to the registration of the pledge, including the land register certificate and the deed of commercial pledge registration. The Assignee understands and is informed that the Loan Originator has an obligation to ensure the confidentiality of the Borrowers’ personal data, therefore the Loan Originator shall not issue the documents related to the registration of pledge or their derivatives to the Assignee.
8.6. The Loan Originator by fulfilling the task provided by the Assignee pursuant to the Agreement has the right to sell the Collateral or a part thereof pursuant to the Collateral documentation.
8.7. The Assignee has an obligation immediately, but not later than within 5 (five) Business Days from the receipt of Mintos or the Loan Originator’s request to provide Mintos or the Loan Originator with all necessary authority, consents and permits for Mintos or the Loan Originator to be able to execute the rights and obligations specified in the Agreement.
8.8. The Assignee understands and is informed that Mintos and the Loan Originator are not obliged to disclose to the Assignee the information and/or documents related to the enforcement of the Collateral (if any) and/or other debt collection proceedings against shall secure all of the Borrower. The Assignee shall not make 's obligations to Lender under each and all loans, and all future advanced thereunder, as well as any complaints against Mintosrenewals, the Loan Originator and the Borrower in this regardmodifications or substitutions of all loans made by Lender to Borrower.
Appears in 1 contract
Sources: Loan Agreement (Crown Energy Corp)
Collateral. 8.1Borrower has good title to, has rights in, and the power to transfer each item of the Collateral upon which it purports to g▇▇▇▇ ▇ ▇▇▇▇ hereunder, free and clear of any and all Liens except Permitted Liens. This Section Borrower has no deposit accounts other than the deposit accounts with Bank, the deposit accounts, if any, described in the Perfection Certificate delivered to Bank in connection herewith. The Accounts are bona fide, existing obligations of the Account Debtors. The Collateral is not in the possession of any third party bailee (such as a warehouse) except as otherwise provided in the Perfection Certificate. None of the components of the Collateral shall be applicable if maintained at locations other than as provided in the Perfection Certificate. In the event that Borrower, after the date hereof, intends to store or otherwise deliver any portion of the Collateral to a bailee, then Borrower will first receive the written consent of Bank and such bailee must execute and deliver a bailee agreement in form and substance satisfactory to Bank in its sole discretion. All Inventory is expressly indicated among other information about in all material respects of good and marketable quality, free from material defects. Borrower is the Claim sole owner of its intellectual property, except for non-exclusive licenses granted to its customers in the Portal.
8.2ordinary course of business. The Loan Originator along with Each patent is valid and enforceable, and no part of the Claim shall not transfer intellectual property has been judged invalid or unenforceable, in whole or in part, and to the Assignee all rights related thereto and existing at the moment best of Borrower’s knowledge, no claim has been made that any part of the assignment arising intellectual property violates the rights of any third party except to the extent such claim could not reasonably be expected to have a material adverse effect on Borrower’s business. Except as noted on the Perfection Certificate, Borrower is not a party to, nor is bound by, any material license or other agreement with respect to which Borrower is the licensee that prohibits or otherwise restricts Borrower from granting a security interest in Borrower’s interest in such license or agreement or any other property. Borrower shall provide written notice to Bank within ten (10) days of entering or becoming bound by any such license or agreement which is reasonably likely to have a material impact on Borrower’s business or financial condition (other than over-the-counter software that is commercially available to the public). Borrower shall take such steps as Bank requests to obtain the consent of, or waiver by, any person whose consent or waiver is necessary for all such licenses or contract rights to be deemed “Collateral. The Assignee understands ” and for Bank to have a security interest in it that might otherwise be restricted or prohibited by law or by the terms of any such license or agreement (such consent or authorization may include a licensor’s agreement to a contingent assignment of the Claim security interest incorporated license to Bank if Bank determines that is necessary in its good faith judgment), whether now existing or entered into in the Collateral is not re-registered in favour of the Assignee and remains registered in favour of the Loan Originatorfuture.
8.3. The Loan Originator handles all matters related to Collateral, including the registration, amending and cancellation of mortgages and commercial pledges, including submits and receives all necessary documents in the respective pledge registers.
8.4. The Assignee understands and agrees that the Loan Originator during the validity term of the Agreement without a prior coordination with the Assignee may make any amendments or sign any additional agreements to the Collateral documentation. The Assignee shall recognize such amendments to Collateral documents or additional agreements as binding and not make any complaints in this regard. The Loan Originator undertakes by making amendments or signing additional agreements to the Collateral documents to act in the interests of the Assignee with due care.
8.5. The Loan Originator shall keep all Collateral documentation and originals of the documents related to the registration of the pledge, including the land register certificate and the deed of commercial pledge registration. The Assignee understands and is informed that the Loan Originator has an obligation to ensure the confidentiality of the Borrowers’ personal data, therefore the Loan Originator shall not issue the documents related to the registration of pledge or their derivatives to the Assignee.
8.6. The Loan Originator by fulfilling the task provided by the Assignee pursuant to the Agreement has the right to sell the Collateral or a part thereof pursuant to the Collateral documentation.
8.7. The Assignee has an obligation immediately, but not later than within 5 (five) Business Days from the receipt of Mintos or the Loan Originator’s request to provide Mintos or the Loan Originator with all necessary authority, consents and permits for Mintos or the Loan Originator to be able to execute the rights and obligations specified in the Agreement.
8.8. The Assignee understands and is informed that Mintos and the Loan Originator are not obliged to disclose to the Assignee the information and/or documents related to the enforcement of the Collateral (if any) and/or other debt collection proceedings against the Borrower. The Assignee shall not make any complaints against Mintos, the Loan Originator and the Borrower in this regard.
Appears in 1 contract
Collateral. 8.1Borrower has rights in and good title to the Collateral, free of Liens except Permitted Liens. This Section shall be applicable if Borrower has no deposit account, other than the Collateral is expressly indicated among other information about the Claim deposit accounts with SVB and deposit accounts described in the Portal.
8.2Perfection Certificate delivered to Lenders in connection herewith. The Loan Originator along with Accounts are bona fide, existing obligations, and the Claim shall not transfer service or property has been performed or delivered to the Assignee all rights related thereto account debtor or its agent for immediate shipment to and existing at unconditional acceptance by the moment of account debtor. Except as described in the assignment arising from the Collateral. The Assignee understands that by assignment of the Claim security interest incorporated in Perfection Certificate, the Collateral is not re-registered in favour the possession of any third party bailee (such as a warehouse). Except as hereafter disclosed to the Lenders in writing by Borrower, none of the Assignee and remains registered in favour of the Loan Originator.
8.3. The Loan Originator handles all matters related to Collateral, including the registration, amending and cancellation of mortgages and commercial pledges, including submits and receives all necessary documents in the respective pledge registers.
8.4. The Assignee understands and agrees that the Loan Originator during the validity term of the Agreement without a prior coordination with the Assignee may make any amendments or sign any additional agreements to the Collateral documentation. The Assignee shall recognize such amendments to Collateral documents or additional agreements as binding and not make any complaints in this regard. The Loan Originator undertakes by making amendments or signing additional agreements to the Collateral documents to act in the interests of the Assignee with due care.
8.5. The Loan Originator shall keep all Collateral documentation and originals of the documents related to the registration of the pledge, including the land register certificate and the deed of commercial pledge registration. The Assignee understands and is informed that the Loan Originator has an obligation to ensure the confidentiality of the Borrowers’ personal data, therefore the Loan Originator shall not issue the documents related to the registration of pledge or their derivatives to the Assignee.
8.6. The Loan Originator by fulfilling the task provided by the Assignee pursuant to the Agreement has the right to sell the Collateral or a part thereof pursuant to the Collateral documentation.
8.7. The Assignee has an obligation immediately, but not later than within 5 (five) Business Days from the receipt of Mintos or the Loan Originator’s request to provide Mintos or the Loan Originator with all necessary authority, consents and permits for Mintos or the Loan Originator to be able to execute the rights and obligations specified in the Agreement.
8.8. The Assignee understands and is informed that Mintos and the Loan Originator are not obliged to disclose to the Assignee the information and/or documents related to the enforcement components of the Collateral (if any) and/or shall be maintained at locations other debt collection proceedings against than as provided in the Perfection Certificate. In the event that Borrower, after the date hereof, intends to store or otherwise deliver any portion of the Collateral to a bailee, then Borrower will first receive the written consent of Lenders and such bailee must acknowledge in writing that the bailee is holding such Collateral for the benefit of Collateral Agent acting for Lenders; provided, further, prior to Borrower storing any Collateral at DDN ▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇, Memphis, TN 38141 Borrower will first receive the written consent of Lenders and such bailee must acknowledge in writing that the bailee is holding such Collateral for the benefit of Collateral Agent acting for Lenders. The Assignee shall All Inventory is in all material respects of good and marketable quality, free from material defects, other than Inventory consisting of clinical trial material which is usable as contemplated. Borrower is the sole owner or exclusive licensee of the Intellectual Property. Each Patent is valid and enforceable and no part of the Intellectual Property has been judged invalid or unenforceable, in whole or in part, and no claim has been made that any part of the Intellectual Property violates the rights of any third party, except to the extent such claim would not make any complaints against Mintos, the Loan Originator and the Borrower in this regardreasonably be expected to cause a Material Adverse Change.
Appears in 1 contract
Sources: Loan and Security Agreement (Cadence Pharmaceuticals Inc)
Collateral. 8.1. This Section shall be applicable if Borrower has good title to, has rights in, and the power to transfer each item of the Collateral is expressly indicated among upon which it purports to g▇▇▇▇ ▇ ▇▇▇▇ hereunder, free and clear of any and all Liens except Permitted Liens. Borrower has no deposit accounts other information about than the Claim deposit accounts with Bank, the deposit accounts, if any, described in the Portal.
8.2Perfection Certificate delivered to Bank in connection herewith, or of which Borrower has given Bank notice and taken such actions as are necessary to give Bank a perfected security interest therein. The Loan Originator along with the Claim shall not transfer to the Assignee all rights related thereto and Accounts are bona fide, existing at the moment obligations of the assignment arising from the CollateralAccount Debtors. The Assignee understands that by assignment of the Claim security interest incorporated in the Collateral is not rein the possession of any third party bailee (such as a warehouse) except for co-registered location facilities in favour the ordinary course of business, all of which have been disclosed in writing to Bank except as otherwise provided in the Perfection Certificate. None of the Assignee and remains registered in favour components of the Loan Originator.
8.3. The Loan Originator handles all matters related to Collateral, including the registration, amending and cancellation of mortgages and commercial pledges, including submits and receives all necessary documents Collateral shall be maintained at locations other than as provided in the respective pledge registers.
8.4Perfection Certificate, unless Borrower has given Bank written notice of such other locations. The Assignee understands and agrees In the event that Borrower, after the Loan Originator during the validity term date hereof, intends to store or otherwise deliver any portion of the Agreement without Collateral to a prior coordination with bailee, then Borrower will first receive the Assignee may make any amendments written consent of Bank and such bailee must execute and deliver a bailee agreement in form and substance satisfactory to Bank in its sole discretion. Borrower is the sole owner, or sign any additional agreements to the Collateral documentation. The Assignee shall recognize such amendments to Collateral documents or additional agreements as binding and not make any complaints in this regard. The Loan Originator undertakes by making amendments or signing additional agreements to the Collateral documents to act in the interests of the Assignee with due care.
8.5. The Loan Originator shall keep all Collateral documentation and originals of the documents related to the registration of the pledge, including the land register certificate and the deed of commercial pledge registration. The Assignee understands and is informed that the Loan Originator has an obligation to ensure the confidentiality of the Borrowers’ personal data, therefore the Loan Originator shall not issue the documents related to the registration of pledge or their derivatives to the Assignee.
8.6. The Loan Originator by fulfilling the task provided by the Assignee pursuant to the Agreement has the right to sell the Collateral or a part thereof use, of its intellectual property, except for licenses granted to its customers in the ordinary course of business that are otherwise permitted pursuant to Section 7.1. Each patent is valid and enforceable, and no part of the Collateral documentation.
8.7intellectual property has been judged invalid or unenforceable, in whole or in part, and to the best of Borrower’s knowledge, no claim has been made that any part of the intellectual property violates the rights of any third party except to the extent such claim could not reasonably be expected to have a material adverse effect on Borrower’s business. The Assignee has an obligation immediately, but not later than within 5 (five) Business Days from the receipt Certain of Mintos Borrower’s source code is on deposit with a source code escrow company pursuant to agreements now in effect or the Loan Originator’s request to provide Mintos or the Loan Originator with all necessary authority, consents and permits for Mintos or the Loan Originator to be able entered into with Borrower’s customers; however if the source code is released to execute such customers, the customers shall have the right to use the source code only for the purpose of maintaining and supporting such customer’s software and shall not have the right to otherwise license, sell or distribute such source code or software. Except as noted on the Perfection Certificate, Borrower is not a party to, nor is bound by, any material license of Intellectual Property or other material agreement with respect to Intellectual Property with respect to which Borrower is the licensee that prohibits or otherwise restricts Borrower from granting a security interest in Borrower’s interest in such material license or agreement or any other property. Borrower shall provide written notice to Bank within thirty (30) days of entering or becoming bound by any such license or agreement which is reasonably likely to have a material impact on Borrower’s business or financial condition (other than over-the-counter software that is commercially available to the public). Borrower shall take such steps as Bank reasonably requests to obtain the consent of, or waiver by, any person whose consent or waiver is necessary for all such licenses or contract rights to be deemed “Collateral” and obligations specified for Bank to have a security interest in it that might otherwise be restricted or prohibited by law or by the terms of any such license or agreement (such consent or authorization may include a licensor’s agreement to a contingent assignment of the license to Bank if Bank determines that is necessary in its good faith judgment), whether now existing or entered into in the Agreementfuture.
8.8. The Assignee understands and is informed that Mintos and the Loan Originator are not obliged to disclose to the Assignee the information and/or documents related to the enforcement of the Collateral (if any) and/or other debt collection proceedings against the Borrower. The Assignee shall not make any complaints against Mintos, the Loan Originator and the Borrower in this regard.
Appears in 1 contract
Collateral. 8.1Borrower has good title to the Collateral, free of Liens except Permitted Liens. This Section shall be applicable if Borrower has no deposit account, other than the Collateral is expressly indicated among other information about the Claim deposit accounts with Bank and deposit accounts described in the Portal.
8.2Perfection Certificate delivered to the Bank in connection herewith. The Loan Originator along with Accounts are bona fide, existing obligations, and the Claim shall not transfer service or property has been performed or delivered to the Assignee all rights related thereto account debtor or its agent for immediate shipment to and existing at unconditional acceptance by the moment account debtor (except to the extent of acceptance requirements in the assignment arising from ordinary course of Borrower’s business where Borrower has no reason to believe that its customer will not accept the Collateralproduct or service). The Assignee understands that by assignment of the Claim security interest incorporated in the Collateral is not re-registered in favour the possession of any third party bailee (such as a warehouse). Except as hereafter disclosed to the Bank in writing by Borrower, none of the Assignee and remains registered in favour of the Loan Originator.
8.3. The Loan Originator handles all matters related to Collateral, including the registration, amending and cancellation of mortgages and commercial pledges, including submits and receives all necessary documents in the respective pledge registers.
8.4. The Assignee understands and agrees that the Loan Originator during the validity term of the Agreement without a prior coordination with the Assignee may make any amendments or sign any additional agreements to the Collateral documentation. The Assignee shall recognize such amendments to Collateral documents or additional agreements as binding and not make any complaints in this regard. The Loan Originator undertakes by making amendments or signing additional agreements to the Collateral documents to act in the interests of the Assignee with due care.
8.5. The Loan Originator shall keep all Collateral documentation and originals of the documents related to the registration of the pledge, including the land register certificate and the deed of commercial pledge registration. The Assignee understands and is informed that the Loan Originator has an obligation to ensure the confidentiality of the Borrowers’ personal data, therefore the Loan Originator shall not issue the documents related to the registration of pledge or their derivatives to the Assignee.
8.6. The Loan Originator by fulfilling the task provided by the Assignee pursuant to the Agreement has the right to sell the Collateral or a part thereof pursuant to the Collateral documentation.
8.7. The Assignee has an obligation immediately, but not later than within 5 (five) Business Days from the receipt of Mintos or the Loan Originator’s request to provide Mintos or the Loan Originator with all necessary authority, consents and permits for Mintos or the Loan Originator to be able to execute the rights and obligations specified in the Agreement.
8.8. The Assignee understands and is informed that Mintos and the Loan Originator are not obliged to disclose to the Assignee the information and/or documents related to the enforcement components of the Collateral (if any) and/or shall be maintained at locations other debt collection proceedings against than as provided in the Perfection Certificate. In the event that Borrower, after the date hereof, intends to store or otherwise deliver any portion of the Collateral to a bailee, then Borrower will first receive the written consent of Bank and such bailee must acknowledge in writing that the bailee is holding such Collateral for the benefit of Bank. The Assignee shall Borrower has no knowledge of any actual or imminent Insolvency Proceeding of any account debtor whose accounts are an Eligible Account in any Borrowing Base Certificate. All Inventory is in all material respects of good and marketable quality, free from material defects. Borrower is the sole owner of the Intellectual Property, except for non-exclusive licenses granted to its customers in the ordinary course of business. To the knowledge of Borrower, each Patent is valid and enforceable and no part of the Intellectual Property has been judged invalid or unenforceable, in whole or in part, and no claim has been made that any part of the Intellectual Property violates the rights of any third party except to the extent such claim could not make any complaints against Mintos, the Loan Originator and the Borrower in this regardreasonably be expected to cause a Material Adverse Change.
Appears in 1 contract
Collateral. 8.1Borrower has good title to, has rights in, and the power to transfer each item of the Collateral upon which it purports to ▇▇▇▇▇ ▇ ▇▇▇▇ hereunder, free and clear of any and all Liens except Permitted Liens. This Section Borrower has no deposit accounts other than the deposit accounts with Bank, the deposit accounts, if any, described in the Perfection Certificate delivered to Bank in connection herewith, or of which Borrower has given Bank notice and taken such actions as are necessary to give Bank a perfected security interest therein. The Accounts are bona fide, existing obligations of the Account Debtors. The Collateral is not in the possession of any third party bailee (such as a warehouse) except as otherwise provided in the Perfection Certificate. None of the components of the Collateral shall be applicable if maintained at locations other than as provided in the Perfection Certificate or as Borrower has given Bank notice pursuant to Section 7.2. In the event that Borrower, after the date hereof, intends to store or otherwise deliver any portion of the Collateral to a bailee, then Borrower will first receive the written consent of Bank and such bailee must execute and deliver a bailee agreement in form and substance satisfactory to Bank in its sole discretion. All Inventory is expressly indicated among other information about in all material respects of good and marketable quality, free from material defects. Borrower is the Claim sole owner of its intellectual property, except for non-exclusive licenses granted to its customers in the Portal.
8.2ordinary course of business. The Loan Originator along with To Borrower's knowledge, each patent is valid and enforceable, and no part of the Claim shall not transfer intellectual property has been judged invalid or unenforceable, in whole or in part, and to the Assignee all rights related thereto and existing at the moment best of Borrower's knowledge, no claim has been made that any part of the assignment arising intellectual property violates the rights of any third party except to the extent such claim could not reasonably be expected to have a material adverse effect on Borrower's business. Except as noted on the Perfection Certificate, Borrower is not a party to, nor is bound by, any material license or other material agreement with respect to which Borrower is the licensee that prohibits or otherwise restricts Borrower from granting a security interest in Borrower's interest in such license or agreement or any other property. Borrower shall provide written notice to Bank within twenty (20) days of entering or becoming bound by any such license or agreement which is reasonably likely to have a material impact on Borrower's business or financial condition (other than over-the-counter software that is commercially available to the public). Borrower shall take such steps as Bank requests to obtain the consent of, or waiver by, any person whose consent or waiver is necessary for all such licenses or contract rights to be deemed "Collateral. The Assignee understands " and for Bank to have a security interest in it that might otherwise be restricted or prohibited by law or by the terms of any such license or agreement (such consent or authorization may include a licensor's agreement to a contingent assignment of the Claim security interest incorporated license to Bank if Bank determines that is necessary in its good faith judgment), whether now existing or entered into in the Collateral is not re-registered in favour of the Assignee and remains registered in favour of the Loan Originatorfuture.
8.3. The Loan Originator handles all matters related to Collateral, including the registration, amending and cancellation of mortgages and commercial pledges, including submits and receives all necessary documents in the respective pledge registers.
8.4. The Assignee understands and agrees that the Loan Originator during the validity term of the Agreement without a prior coordination with the Assignee may make any amendments or sign any additional agreements to the Collateral documentation. The Assignee shall recognize such amendments to Collateral documents or additional agreements as binding and not make any complaints in this regard. The Loan Originator undertakes by making amendments or signing additional agreements to the Collateral documents to act in the interests of the Assignee with due care.
8.5. The Loan Originator shall keep all Collateral documentation and originals of the documents related to the registration of the pledge, including the land register certificate and the deed of commercial pledge registration. The Assignee understands and is informed that the Loan Originator has an obligation to ensure the confidentiality of the Borrowers’ personal data, therefore the Loan Originator shall not issue the documents related to the registration of pledge or their derivatives to the Assignee.
8.6. The Loan Originator by fulfilling the task provided by the Assignee pursuant to the Agreement has the right to sell the Collateral or a part thereof pursuant to the Collateral documentation.
8.7. The Assignee has an obligation immediately, but not later than within 5 (five) Business Days from the receipt of Mintos or the Loan Originator’s request to provide Mintos or the Loan Originator with all necessary authority, consents and permits for Mintos or the Loan Originator to be able to execute the rights and obligations specified in the Agreement.
8.8. The Assignee understands and is informed that Mintos and the Loan Originator are not obliged to disclose to the Assignee the information and/or documents related to the enforcement of the Collateral (if any) and/or other debt collection proceedings against the Borrower. The Assignee shall not make any complaints against Mintos, the Loan Originator and the Borrower in this regard.
Appears in 1 contract
Collateral. 8.1. This Section shall be applicable if Borrower has good title to, has rights in, and the power to transfer each item of the Collateral is expressly indicated among upon which it purports to ▇▇▇▇▇ ▇ ▇▇▇▇ hereunder, free and clear of any and all Liens except Permitted Liens. Borrower has no deposit accounts other information about than the Claim deposit accounts with Bank, the deposit accounts, if any described in the Portal.
8.2Perfection Certificate delivered to Bank in connection herewith, or of which Borrower has given Bank notice and taken such actions as are necessary to give Bank a perfected security interest therein. The Loan Originator along with the Claim shall not transfer to the Assignee all rights related thereto and Accounts are bona fide, existing at the moment obligations of the assignment arising from the CollateralAccount Debtors. The Assignee understands that by assignment of the Claim security interest incorporated in the Collateral is not re-registered in favour the possession of any third party bailee (such as a warehouse) except as otherwise provided in the Perfection Certificate. None of the Assignee and remains registered in favour of the Loan Originator.
8.3. The Loan Originator handles all matters related to Collateral, including the registration, amending and cancellation of mortgages and commercial pledges, including submits and receives all necessary documents in the respective pledge registers.
8.4. The Assignee understands and agrees that the Loan Originator during the validity term of the Agreement without a prior coordination with the Assignee may make any amendments or sign any additional agreements to the Collateral documentation. The Assignee shall recognize such amendments to Collateral documents or additional agreements as binding and not make any complaints in this regard. The Loan Originator undertakes by making amendments or signing additional agreements to the Collateral documents to act in the interests of the Assignee with due care.
8.5. The Loan Originator shall keep all Collateral documentation and originals of the documents related to the registration of the pledge, including the land register certificate and the deed of commercial pledge registration. The Assignee understands and is informed that the Loan Originator has an obligation to ensure the confidentiality of the Borrowers’ personal data, therefore the Loan Originator shall not issue the documents related to the registration of pledge or their derivatives to the Assignee.
8.6. The Loan Originator by fulfilling the task provided by the Assignee pursuant to the Agreement has the right to sell the Collateral or a part thereof pursuant to the Collateral documentation.
8.7. The Assignee has an obligation immediately, but not later than within 5 (five) Business Days from the receipt of Mintos or the Loan Originator’s request to provide Mintos or the Loan Originator with all necessary authority, consents and permits for Mintos or the Loan Originator to be able to execute the rights and obligations specified in the Agreement.
8.8. The Assignee understands and is informed that Mintos and the Loan Originator are not obliged to disclose to the Assignee the information and/or documents related to the enforcement components of the Collateral shall be maintained at locations other than as provided in the Perfection Certificate or as permitted pursuant to Section 7.2. In the event that Borrower, after the date hereof, intends to store or otherwise deliver any portion of the Collateral to a bailee not as permitted pursuant to Section 7.2, then Borrower will first receive the written consent of Bank (if any) and/or other debt collection proceedings against the Borrower. The Assignee which consent shall not make be unreasonably withheld, conditioned, or delayed) and such bailee must execute and deliver a bailee agreement in form and substance satisfactory to Bank in its sole discretion. All Inventory is in all material respects of good and marketable quality, free from material defects. Borrower is the sole owner of the Intellectual Property which it owns or purports to own except for (a) non-exclusive licenses granted to its customers in the ordinary course of business, (b) over-the-counter software that is commercially available to the public, and (c) material Intellectual Property licensed to Borrower and noted on the Perfection Certificate. Each Patent which it owns or purports to own and which is material to Borrower’s business is valid and enforceable, and no part of the Intellectual Property which Borrower owns or purports to own and which is material to Borrower’s business has been judged invalid or unenforceable, in whole or in part. To the best of Borrower’s knowledge, no claim has been made that any complaints against Mintospart of the Intellectual Property violates the rights of any third party except to the extent such claim would not have a material adverse effect on Borrower’s business. Except as noted on the Perfection Certificate, the Loan Originator and the Borrower in this regardis not a party to, nor is it bound by, any Restricted License.
Appears in 1 contract
Collateral. 8.1. This Section shall be applicable if Borrower has good title to, has rights in, and the power to transfer each item of the Collateral is expressly indicated among upon which it purports to ▇▇▇▇▇ ▇ ▇▇▇▇ hereunder, free and clear of any and all Liens except Permitted Liens. Borrower has no deposit accounts other information about than the Claim deposit accounts with Bank, the deposit accounts, if any, described in the Portal.
8.2Perfection Certificate delivered to Bank in connection herewith, or of which Borrower has given Bank notice and taken such actions as are necessary to give Bank a perfected security interest therein. The Loan Originator along with the Claim shall not transfer to the Assignee all rights related thereto and Accounts are bona fide, existing at the moment obligations of the assignment arising from the CollateralAccount Debtors. The Assignee understands that by assignment of the Claim security interest incorporated in the Collateral is not re-registered in favour the possession of any third party bailee (such as a warehouse) except as otherwise provided in the Perfection Certificate. None of the Assignee and remains registered in favour components of the Loan Originator.
8.3. The Loan Originator handles all matters related to Collateral, including the registration, amending and cancellation of mortgages and commercial pledges, including submits and receives all necessary documents Collateral shall be maintained at locations other than as provided in the respective pledge registers.
8.4Perfection Certificate or as permitted pursuant to Section 7.2. The Assignee understands and agrees In the event that Borrower, after the Loan Originator during the validity term date hereof, intends to store or otherwise deliver any portion of the Agreement without Collateral to a prior coordination bailee, then Borrower will first receive the written consent of Bank and such bailee must execute and deliver a bailee agreement in form and substance satisfactory to Bank in its sole discretion. All Inventory is in all material respects of good and marketable quality, free from material defects. Except as noted on the Perfection Certificate, Borrower is not a party to, nor is bound by, any material license or other agreement with respect to which Borrower is the licensee (a) that prohibits or otherwise restricts Borrower from granting a security interest in Borrower’s interest in such license or agreement or any other property, or (b) for which a default under or termination of which could interfere with the Assignee may make any amendments or sign any additional agreements to the Collateral documentation. The Assignee shall recognize such amendments to Collateral documents or additional agreements as binding and not make any complaints in this regard. The Loan Originator undertakes by making amendments or signing additional agreements to the Collateral documents to act in the interests of the Assignee with due care.
8.5. The Loan Originator shall keep all Collateral documentation and originals of the documents related to the registration of the pledge, including the land register certificate and the deed of commercial pledge registration. The Assignee understands and is informed that the Loan Originator has an obligation to ensure the confidentiality of the Borrowers’ personal data, therefore the Loan Originator shall not issue the documents related to the registration of pledge or their derivatives to the Assignee.
8.6. The Loan Originator by fulfilling the task provided by the Assignee pursuant to the Agreement has the Bank’s right to sell the Collateral any Collateral. Borrower shall provide written notice to Bank within ten (10) days of entering or a part thereof pursuant becoming bound by any such license or agreement (other than over-the-counter software that is commercially available to the Collateral documentation.
8.7public). The Assignee has an obligation immediatelyBorrower shall take such steps as Bank requests to obtain the consent of, but not later than within 5 or waiver by, any person whose consent or waiver is necessary for (fivex) Business Days from the receipt of Mintos all such licenses or the Loan Originator’s request to provide Mintos or the Loan Originator with all necessary authority, consents and permits for Mintos or the Loan Originator agreements to be able deemed “Collateral” and for Bank to execute have a security interest in it that might otherwise be restricted or prohibited by law or by the terms of any such license or agreement, whether now existing or entered into in the future, and (y) Bank to have the ability in the event of a liquidation of any Collateral to dispose of such Collateral in accordance with Bank’s rights and obligations specified in the Agreement.
8.8. The Assignee understands and is informed that Mintos remedies under this Agreement and the other Loan Originator are not obliged to disclose to the Assignee the information and/or documents related to the enforcement of the Collateral (if any) and/or other debt collection proceedings against the Borrower. The Assignee shall not make any complaints against Mintos, the Loan Originator and the Borrower in this regardDocuments.
Appears in 1 contract
Collateral. 8.1. This Section Indenture and the Securities are secured by a security interest, lien, charge or encumbrance on the proceeds of the offering (cash and investments) and various loans made by the Corporation which shall be applicable if the Collateral is expressly indicated among other information about the Claim in the Portal.
8.2. The Loan Originator along with the Claim shall not transfer collaterally assigned to the Assignee all rights related thereto and existing at Trustee for the moment benefit of the assignment arising from the Collateral. The Assignee understands that by assignment Owners of the Claim security interest incorporated in Securities. At all times, the Collateral is not re-registered in favour of the Assignee and remains registered in favour of the Loan Originator.
8.3. The Loan Originator handles all matters related to Collateral, including the registration, amending and cancellation of mortgages and commercial pledges, including submits and receives all necessary documents in the respective pledge registers.
8.4. The Assignee understands and Corporation agrees that the Loan Originator during principal balance of the then outstanding Certificates will be secured by the proceeds of this offering and loans collaterally assigned to the Trustee in an amount (combined face value of such cash and investments and principal balance of all collaterally assigned loans) not less than the outstanding principal balance of the then outstanding Certificates. In furtherance of the foregoing, the proceeds from the sale of the Certificates shall be segregated and maintained in escrow by Trustee until used in accordance with the use of proceeds provisions of the Prospectus. In allocating loans to be collaterally assigned to the Trustee, the Corporation shall select loans made in accordance with its then current policies and procedures, which are fairly representative of the Corporation's entire loan portfolio. The Corporation shall be entitled to substitute loans which meet the foregoing requirements from time to time. The Corporation shall provide to Trustee 120 days following the close of each fiscal year or within 30 days after written request by the Trustee a certificate of an executive officer confirming that, as of the date of response, the Corporation is in compliance with its collateral obligations hereunder and containing such other details as the Trustee may reasonably request. Additionally, the Corporation agrees to execute and deliver to Trustee a separate collateral assignment of each note and mortgage (which terms shall include deeds of trust, deeds to secure debt and other securities instruments) as each loan is made by the Corporation and execute such other and further assignments and documents as may be reasonably required by Trustee to evidence the security interest created hereby in favor of Trustee. The Trustee shall have no responsibility or obligation to determine the validity term of any lien or Collateral assigned to the Trustee to secure the Certificates, the priority of the Agreement without a prior coordination with lien position, the Assignee may make value of the underlying property securing the lien, the correctness of the documentation evidencing the lien or the assignment thereof or otherwise. Furthermore, the Trustee shall have no liability for any amendments loss resulting from any invalidity or sign any additional agreements insufficiency in regard to the Collateral documentation. The Assignee shall recognize such amendments to Collateral documents Collateral, the collateral documentation or additional agreements as binding and not make any complaints in this regard. The Loan Originator undertakes by making amendments or signing additional agreements to the Collateral documents to act in the interests of the Assignee with due care.
8.5. The Loan Originator shall keep all Collateral documentation and originals of the documents related to the registration of the pledge, including the land register certificate and the deed of commercial pledge registration. The Assignee understands and is informed that the Loan Originator has an obligation to ensure the confidentiality of the Borrowers’ personal data, therefore the Loan Originator shall not issue the documents related to the registration of pledge or their derivatives to the Assignee.
8.6. The Loan Originator by fulfilling the task provided assignment thereto by the Assignee pursuant to the Agreement has the right to sell the Collateral or a part thereof pursuant to the Collateral documentationCorporation.
8.7. The Assignee has an obligation immediately, but not later than within 5 (five) Business Days from the receipt of Mintos or the Loan Originator’s request to provide Mintos or the Loan Originator with all necessary authority, consents and permits for Mintos or the Loan Originator to be able to execute the rights and obligations specified in the Agreement.
8.8. The Assignee understands and is informed that Mintos and the Loan Originator are not obliged to disclose to the Assignee the information and/or documents related to the enforcement of the Collateral (if any) and/or other debt collection proceedings against the Borrower. The Assignee shall not make any complaints against Mintos, the Loan Originator and the Borrower in this regard.
Appears in 1 contract
Sources: Trust Indenture (Cornerstone Ministries Investments Inc)
Collateral. 8.1. This Section shall be applicable if Borrower has good title to, has rights in, and the power to transfer each item of the Collateral is expressly indicated among upon which it purports to ▇▇▇▇▇ ▇ ▇▇▇▇ hereunder, free and clear of any and all Liens except Permitted Liens. Borrower has no deposit accounts other information about than the Claim deposit accounts with Bank, the deposit accounts, if any, described in the Portal.
8.2Perfection Certificate delivered to Bank in connection herewith, or of which Borrower has given Bank notice and beginning not later than the 91st day after the Effective Date (in accordance with the provisions set forth in Section 6.8(a) hereof), Borrower has taken such actions as are necessary to give Bank a perfected security interest therein. The Loan Originator along with the Claim shall not transfer to the Assignee all rights related thereto and Accounts are bona fide, existing at the moment obligations of the assignment arising from the CollateralAccount Debtors. The Assignee understands that by assignment As of the Claim security interest incorporated in Closing Date, the Collateral is not re-registered in favour the possession of any third party bailee (such as a warehouse) except as otherwise provided in the Perfection Certificate and as set forth in the following sentence, provided that in connection with any such third party bailee locations Borrower shall, within 90 days of the Assignee date hereof, use all commercially reasonable efforts to obtain third party bailee letter agreements from the owners/operators of such locations, which shall be in form and remains registered in favour of the Loan Originator.
8.3substance acceptable to Bank. The Loan Originator handles all matters related to CollateralOther than inventory located, including the registration, amending and cancellation of mortgages and commercial pledges, including submits and receives all necessary documents in the respective pledge registers.
8.4. The Assignee understands and agrees that ordinary course of business, at locations for the Loan Originator during the validity term purpose of the Agreement without a prior coordination with the Assignee may make any amendments or sign any additional agreements to the Collateral documentation. The Assignee shall recognize such amendments to Collateral documents or additional agreements as binding and not make any complaints in this regard. The Loan Originator undertakes by making amendments or signing additional agreements to the Collateral documents to act in the interests of the Assignee with due care.
8.5. The Loan Originator shall keep all Collateral documentation and originals of the documents related to the registration of the pledgetesting thereof, including the land register certificate and the deed of commercial pledge registration. The Assignee understands and is informed that the Loan Originator has an obligation to ensure the confidentiality of the Borrowers’ personal data, therefore the Loan Originator shall not issue the documents related to the registration of pledge or their derivatives to the Assignee.
8.6. The Loan Originator by fulfilling the task provided by the Assignee pursuant to the Agreement has the right to sell the Collateral or a part thereof pursuant to the Collateral documentation.
8.7. The Assignee has an obligation immediately, but not later than within 5 (five) Business Days from the receipt of Mintos or the Loan Originator’s request to provide Mintos or the Loan Originator with all necessary authority, consents and permits for Mintos or the Loan Originator to be able to execute the rights and obligations specified in the Agreement.
8.8. The Assignee understands and is informed that Mintos and the Loan Originator are not obliged to disclose to the Assignee the information and/or documents related to the enforcement none of the Collateral (if any) and/or shall be maintained at locations other debt collection proceedings against than as provided in the Perfection Certificate and as otherwise permitted pursuant to this Agreement, including, without limitation, Section 7.2. The provisions of this paragraph shall not apply to Inventory that has been shipped, but as to which title has not yet passed to the buyer thereof, but which is intended, in the ordinary course of business, to result in having title to such Inventory pass to such buyer. All Inventory is in all material respects of good and marketable quality, free from material defects, taking into account all Inventory write-downs and reserves. Borrower is the sole owner of its intellectual property, except for licenses granted to its customers in the ordinary course of business consistent with the past business practices of Borrower. The Assignee shall No part of the intellectual property has been judged invalid or unenforceable, in whole or in part, and, to Borrower’s knowledge, no claim has been made that any part of the intellectual property violates the rights of any third party, except to the extent such claim would not make any complaints against Mintos, the Loan Originator and the Borrower in this regardreasonably be expected to have a material adverse effect on Borrower’s business.
Appears in 1 contract
Sources: Loan and Security Agreement (Mindspeed Technologies, Inc)
Collateral. 8.1Borrower has good title to, has rights in, and the power to transfer each item of the Collateral upon which it purports to ▇▇▇▇▇ ▇ ▇▇▇▇ hereunder, free and clear of any and all Liens except Permitted Liens. This Section shall be applicable Borrower has no deposit accounts other than the deposit accounts with Bank, the deposit accounts, if any, described in the Perfection Certificate delivered to Bank in connection herewith, or of which Borrower has given Bank notice and taken such actions as are necessary to give Bank a perfected security interest therein. Other than with respect to Consigned Collateral, none of the Collateral is expressly indicated among other information about the Claim in the Portal.
8.2possession of any third party bailee. The Loan Originator along with the Claim shall not transfer to the Assignee all rights related thereto and existing at the moment None of the assignment arising from the Collateral. The Assignee understands that by assignment of the Claim security interest incorporated in the Collateral is not re-registered in favour of the Assignee and remains registered in favour of the Loan Originator.
8.3. The Loan Originator handles all matters related to Collateral, including the registration, amending and cancellation of mortgages and commercial pledges, including submits and receives all necessary documents in the respective pledge registers.
8.4. The Assignee understands and agrees that the Loan Originator during the validity term of the Agreement without a prior coordination with the Assignee may make any amendments or sign any additional agreements to the Collateral documentation. The Assignee shall recognize such amendments to Collateral documents or additional agreements as binding and not make any complaints in this regard. The Loan Originator undertakes by making amendments or signing additional agreements to the Collateral documents to act in the interests of the Assignee with due care.
8.5. The Loan Originator shall keep all Collateral documentation and originals of the documents related to the registration of the pledge, including the land register certificate and the deed of commercial pledge registration. The Assignee understands and is informed that the Loan Originator has an obligation to ensure the confidentiality of the Borrowers’ personal data, therefore the Loan Originator shall not issue the documents related to the registration of pledge or their derivatives to the Assignee.
8.6. The Loan Originator by fulfilling the task provided by the Assignee pursuant to the Agreement has the right to sell the Collateral or a part thereof pursuant to the Collateral documentation.
8.7. The Assignee has an obligation immediately, but not later than within 5 (five) Business Days from the receipt of Mintos or the Loan Originator’s request to provide Mintos or the Loan Originator with all necessary authority, consents and permits for Mintos or the Loan Originator to be able to execute the rights and obligations specified in the Agreement.
8.8. The Assignee understands and is informed that Mintos and the Loan Originator are not obliged to disclose to the Assignee the information and/or documents related to the enforcement components of the Collateral (if anyother than the Consigned Collateral) and/or shall be maintained at locations other debt collection proceedings against than as provided in the Perfection Certificate or as Borrower has given Bank notice pursuant to Section 7.2. In the event that Borrower, after the date hereof, intends to store or otherwise deliver any portion of the Collateral (other than the Consigned Collateral) to a bailee, then Borrower will first receive the written consent of Bank, such consent not to be unreasonably withheld, and such bailee must execute and deliver a bailee agreement in form and substance satisfactory to Bank in its sole discretion. The Assignee For each Account with respect to which Revolving Advances are requested, on the date each Revolving Advance is requested and made, such Account shall be an Eligible Account. All statements made and all unpaid balances appearing in all invoices, instruments and other documents evidencing the Eligible Accounts are and shall be true and correct and all such invoices, instruments and other documents, and all of each Borrower’s Books are genuine and in all respects what they purport to be. Whether or not make an Event of Default has occurred and is continuing, Bank may notify any complaints against MintosAccount Debtor owing a Borrower money of Bank’s security interest in such funds and verify the amount of such Eligible Account. All sales and other transactions underlying or giving rise to each Eligible Account shall comply in all material respects with all applicable laws and governmental rules and regulations. No Borrower has any actual knowledge of any actual or imminent Insolvency Proceeding of any Account Debtor whose accounts are Eligible Accounts in any Transaction Report. To the best of each Borrower’s knowledge, all signatures and endorsements on all documents, instruments, and agreements relating to all Eligible Accounts are genuine, and all such documents, instruments and agreements are legally enforceable in accordance with their terms. All Inventory is in all material respects of good and marketable quality, free from material defects. For any item of Inventory consisting of Eligible Inventory in any Transaction Report, such Inventory (i) consists of finished goods, in good, new, and salable condition, which is not perishable, returned, consigned, obsolete, not sellable, damaged, or defective, and is not comprised of demonstrative or custom inventory, works in progress, packaging or shipping materials, or supplies; (ii) meets all applicable governmental standards; (iii) has been manufactured in compliance with the Fair Labor Standards Act; (iv) is not subject to any Liens, except the first priority Liens granted or in favor of Bank under this Agreement or any of the other Loan Originator Documents; and (v) is located at the locations identified by Borrower in the Perfection Certificate where it maintains Inventory (or any location permitted under Section 7.2). Borrower is the sole owner of its intellectual property, except for non-exclusive licenses granted to its customers in the ordinary course of business. Except as set forth in the Perfection Certificate, to the best of Borrower’s knowledge each patent is valid and enforceable, and no part of the intellectual property has been judged invalid or unenforceable, in whole or in part, and to the best of Borrower’s knowledge, no claim has been made that any part of the intellectual property violates the rights of any third party except to the extent such claim could not reasonably be expected to have a material adverse effect on Borrower’s business. Except as noted on the Perfection Certificate, Borrower is not a party to, nor is bound by, any material license or other agreement with respect to which Borrower is the licensee (a) that prohibits or otherwise restricts Borrower from granting a security interest in Borrower’s interest in such license or agreement or any other property, or (b) for which a default under or termination of could interfere with Bank’s right to sell any Collateral. Borrower shall provide written notice to Bank within ten (10) days of entering or becoming bound by any such license or agreement (other than over-the-counter software that is commercially available to the public). Borrower shall take such steps as Bank reasonably requests to obtain the consent of, or waiver by, any person whose consent or waiver is necessary for (x) all such licenses or agreements to be deemed “Collateral” and for Bank to have a security interest in it that might otherwise be restricted or prohibited by law or by the terms of any such license or agreement, whether now existing or entered into in the future, and (y) Bank to have the ability in the event of a liquidation of any Collateral to dispose of such Collateral in accordance with Bank’s rights and remedies under this Agreement and the Borrower in this regardother Loan Documents.
Appears in 1 contract
Sources: Loan and Security Agreement (Alphatec Holdings, Inc.)
Collateral. 8.1. This Section shall be applicable if Borrower has good title to, has rights or leasehold interests in, and the power to transfer each item of the Collateral is expressly indicated among upon which it purports to ▇▇▇▇▇ ▇ ▇▇▇▇ hereunder, free and clear of any and all Liens except Permitted Liens. Borrower has no deposit accounts other information about than the Claim deposit accounts with Bank, the deposit accounts, if any, described in the Portal.
8.2Perfection Certificate delivered to Bank in connection herewith, or of which Borrower has given Bank notice and taken such actions as are necessary to give Bank a perfected security interest therein. The Loan Originator along with the Claim shall not transfer to the Assignee all rights related thereto and Accounts are bona fide, existing at the moment obligations of the assignment arising from the CollateralAccount Debtors. The Assignee understands that by assignment of the Claim security interest incorporated in the Collateral is not re-registered in favour the possession of any third party bailee (such as a warehouse) except as otherwise provided in the Perfection Certificate. None of the Assignee and remains registered in favour of the Loan Originator.
8.3. The Loan Originator handles all matters related to Collateral, including the registration, amending and cancellation of mortgages and commercial pledges, including submits and receives all necessary documents in the respective pledge registers.
8.4. The Assignee understands and agrees that the Loan Originator during the validity term of the Agreement without a prior coordination with the Assignee may make any amendments or sign any additional agreements to the Collateral documentation. The Assignee shall recognize such amendments to Collateral documents or additional agreements as binding and not make any complaints in this regard. The Loan Originator undertakes by making amendments or signing additional agreements to the Collateral documents to act in the interests of the Assignee with due care.
8.5. The Loan Originator shall keep all Collateral documentation and originals of the documents related to the registration of the pledge, including the land register certificate and the deed of commercial pledge registration. The Assignee understands and is informed that the Loan Originator has an obligation to ensure the confidentiality of the Borrowers’ personal data, therefore the Loan Originator shall not issue the documents related to the registration of pledge or their derivatives to the Assignee.
8.6. The Loan Originator by fulfilling the task provided by the Assignee pursuant to the Agreement has the right to sell the Collateral or a part thereof pursuant to the Collateral documentation.
8.7. The Assignee has an obligation immediately, but not later than within 5 (five) Business Days from the receipt of Mintos or the Loan Originator’s request to provide Mintos or the Loan Originator with all necessary authority, consents and permits for Mintos or the Loan Originator to be able to execute the rights and obligations specified in the Agreement.
8.8. The Assignee understands and is informed that Mintos and the Loan Originator are not obliged to disclose to the Assignee the information and/or documents related to the enforcement components of the Collateral (if any) and/or shall be maintained at locations other debt collection proceedings against than as provided in the Perfection Certificate; provided that Borrower may maintain at any location not more than $100,000 in the aggregate of inventory or equipment in transit, equipment used by employees at off-site locations or other such Collateral. In the event that Borrower, after the date hereof, intends to store or otherwise deliver any portion of the Collateral to a bailee, then Borrower will first receive the written consent of Bank and such bailee must execute and deliver a bailee agreement in form and substance satisfactory to Bank in its sole discretion. The Assignee shall Borrower owns, or is licensed to use, or could obtain ownership or rights to use on terms not make any complaints against Mintosmaterially adverse to it, the Loan Originator intellectual property necessary for the conduct of its business as currently conducted. To the knowledge of Borrower, each patent owned by Borrower is valid and enforceable, and no part of the intellectual property owned by Borrower has been judged invalid or unenforceable, in this regardwhole or in part, and to the best of Borrower’s knowledge, no claim has been made that the use by Borrower of its intellectual property violates the rights of any third party except to the extent such claim could not reasonably be expected to have a material adverse effect on Borrower’s business. Except as noted on the Perfection Certificate (as updated from time to time by notice to Bank) and other than over-the-counter software that is commercially available to the public, Borrower is not a party to, nor is bound by, any material license or other agreement with respect to which Borrower is the licensee that prohibits or otherwise restricts Borrower from granting a security interest in Borrower’s interest in such license or agreement or any other property except to the extent such prohibition on assignment is subject to 9-406(d) or 9-408 the Code. Borrower shall provide written notice to Bank within ten (10) days of entering or becoming bound by any such material license or agreement (other than over-the-counter software that is commercially available to the public). Other than those listed on Schedule 5.2, Borrower does not own or hold any certificated securities.
Appears in 1 contract
Sources: Loan and Security Agreement (Mips Technologies Inc)
Collateral. 8.1Borrower has good title to, has rights in, and the power to transfer each item of the Collateral upon which it purports to ▇▇▇▇▇ ▇ ▇▇▇▇ hereunder, free and clear of any and all Liens except Permitted Liens. This Section Borrower has no deposit accounts other than the deposit accounts with Bank, the deposit accounts, if any, described in the Perfection Certificate delivered to Bank in connection herewith, or of which Borrower has given Bank notice and taken such actions as are necessary to give Bank a perfected security interest therein. The Accounts are bona fide, existing obligations of the Account Debtors. The Collateral is not in the possession of any third party bailee (such as a warehouse) except as otherwise provided in the Perfection Certificate. None of the components of the Collateral shall be applicable if maintained at locations other than as provided in the Perfection Certificate or as Borrower has given Bank notice pursuant to Section 7.2. In the event that Borrower, after the date hereof, intends to store or otherwise deliver any portion of the Collateral to a bailee, then Borrower will first receive the written consent of Bank and such bailee must execute and deliver a bailee agreement in form and substance satisfactory to Bank in its sole discretion. Borrower is expressly indicated among other information about the Claim sole owner of its intellectual property comprising Collateral, except for (i) non-exclusive licenses granted to its customers in the Portal.
8.2ordinary course of business, (ii) exclusive licenses granted to its customers in the ordinary course of business, which are exclusive only as to specific channels of trade, and (iii) the Valeant License. The Loan Originator along with Each patent is valid and enforceable, and no part of the Claim shall not transfer intellectual property has been judged invalid or unenforceable, in whole or in part, and to the Assignee all rights related thereto and existing at the moment best of Borrower’s knowledge, no claim has been made that any part of the assignment arising intellectual property violates the rights of any third party except to the extent such claim could not reasonably be expected to have a material adverse effect on Borrower’s business. Except as noted on the Perfection Certificate, Borrower is not a party to, nor is bound by, any license or other agreement with respect to which Borrower is the licensee that prohibits or otherwise restricts Borrower from granting a security interest in Borrower’s interest in such license or agreement or any other property. Borrower shall provide written notice to Bank within ten days of entering or becoming bound by any such license or agreement which is reasonably likely to have a material impact on Borrower’s business or financial condition (other than over-the-counter software that is commercially available to the public). Borrower shall take such steps as Bank requests to obtain the consent of, or waiver by, any person whose consent or waiver is necessary for all such licenses or contract rights to be deemed “Collateral. The Assignee understands ” and for Bank to have a security interest in it that might otherwise be restricted or prohibited by law or by the terms of any such license or agreement (such consent or authorization may include a licensor’s agreement to a contingent assignment of the Claim security interest incorporated license to Bank if Bank determines that is necessary in its good faith judgment), whether now existing or entered into in the Collateral is not re-registered in favour of the Assignee and remains registered in favour of the Loan Originatorfuture.
8.3. The Loan Originator handles all matters related to Collateral, including the registration, amending and cancellation of mortgages and commercial pledges, including submits and receives all necessary documents in the respective pledge registers.
8.4. The Assignee understands and agrees that the Loan Originator during the validity term of the Agreement without a prior coordination with the Assignee may make any amendments or sign any additional agreements to the Collateral documentation. The Assignee shall recognize such amendments to Collateral documents or additional agreements as binding and not make any complaints in this regard. The Loan Originator undertakes by making amendments or signing additional agreements to the Collateral documents to act in the interests of the Assignee with due care.
8.5. The Loan Originator shall keep all Collateral documentation and originals of the documents related to the registration of the pledge, including the land register certificate and the deed of commercial pledge registration. The Assignee understands and is informed that the Loan Originator has an obligation to ensure the confidentiality of the Borrowers’ personal data, therefore the Loan Originator shall not issue the documents related to the registration of pledge or their derivatives to the Assignee.
8.6. The Loan Originator by fulfilling the task provided by the Assignee pursuant to the Agreement has the right to sell the Collateral or a part thereof pursuant to the Collateral documentation.
8.7. The Assignee has an obligation immediately, but not later than within 5 (five) Business Days from the receipt of Mintos or the Loan Originator’s request to provide Mintos or the Loan Originator with all necessary authority, consents and permits for Mintos or the Loan Originator to be able to execute the rights and obligations specified in the Agreement.
8.8. The Assignee understands and is informed that Mintos and the Loan Originator are not obliged to disclose to the Assignee the information and/or documents related to the enforcement of the Collateral (if any) and/or other debt collection proceedings against the Borrower. The Assignee shall not make any complaints against Mintos, the Loan Originator and the Borrower in this regard.
Appears in 1 contract
Collateral. 8.1. This Section shall be applicable if Borrower has good title to, has rights in, and the power to transfer each item of the Collateral is expressly indicated among upon which it purports to ▇▇▇▇▇ ▇ ▇▇▇▇ hereunder, free and clear of any and all Liens except Permitted Liens. Borrower has no deposit accounts other information about than the Claim deposit accounts with Bank, the deposit accounts, if any, described in the Portal.
8.2Perfection Certificate delivered to Bank in connection herewith, or of which Borrower has given Bank notice and taken such actions as are necessary to give Bank a perfected security interest therein. The Loan Originator along with the Claim shall not transfer to the Assignee all rights related thereto and Accounts are bona fide, existing at the moment obligations of the assignment arising from the CollateralAccount Debtors. The Assignee understands that by assignment of the Claim security interest incorporated in the Collateral is not re-registered in favour the possession of any third party bailee (such as a warehouse) except as otherwise provided in the Perfection Certificate. None of the Assignee and remains registered in favour components of the Loan Originator.
8.3. The Loan Originator handles all matters related to Collateral, including the registration, amending and cancellation of mortgages and commercial pledges, including submits and receives all necessary documents Collateral shall be maintained at locations other than as provided in the respective pledge registers.
8.4Perfection Certificate, unless Borrower has given Bank written notice of such other locations. The Assignee understands and agrees In the event that Borrower, after the Loan Originator during the validity term date hereof, intends to store or otherwise deliver any portion of the Agreement without Collateral to a prior coordination bailee, then Borrower will first receive the written consent of Bank and such bailee must execute and deliver a bailee agreement in form and substance satisfactory to Bank in its sole discretion. All Inventory is in all material respects of good and marketable quality, free from material defects. Borrower is the sole owner of its intellectual property, except for non-exclusive licenses granted to its customers in the ordinary course of business. Each patent is valid and enforceable, and no part of the intellectual property has been judged invalid or unenforceable, in whole or in part, and to the best of Borrower’s knowledge, no claim has been made that any part of the intellectual property violates the rights of any third party except to the extent such claim could not reasonably be expected to have a material adverse effect on Borrower’s business. Except as noted on the Perfection Certificate, Borrower is not a party to, nor is bound by, any material license or other agreement with respect to which Borrower is the licensee (a) that prohibits or otherwise restricts Borrower from granting a security interest in Borrower’s interest in such license or agreement or any other property, or (b) for which a default under or termination of could interfere with the Assignee may make any amendments or sign any additional agreements to the Collateral documentation. The Assignee shall recognize such amendments to Collateral documents or additional agreements as binding and not make any complaints in this regard. The Loan Originator undertakes by making amendments or signing additional agreements to the Collateral documents to act in the interests of the Assignee with due care.
8.5. The Loan Originator shall keep all Collateral documentation and originals of the documents related to the registration of the pledge, including the land register certificate and the deed of commercial pledge registration. The Assignee understands and is informed that the Loan Originator has an obligation to ensure the confidentiality of the Borrowers’ personal data, therefore the Loan Originator shall not issue the documents related to the registration of pledge or their derivatives to the Assignee.
8.6. The Loan Originator by fulfilling the task provided by the Assignee pursuant to the Agreement has the Bank’s right to sell the Collateral any Collateral. Borrower shall provide written notice to Bank within ten (10) days of entering or a part thereof pursuant becoming bound by any such license or agreement (other than over-the-counter software that is commercially available to the Collateral documentation.
8.7public). The Assignee has an obligation immediatelyBorrower shall take such steps as Bank requests to obtain the consent of, but not later than within 5 or waiver by, any person whose consent or waiver is necessary for (fivex) Business Days from the receipt of Mintos all such licenses or the Loan Originator’s request to provide Mintos or the Loan Originator with all necessary authority, consents and permits for Mintos or the Loan Originator agreements to be able deemed “Collateral” and for Bank to execute have a security interest in it that might otherwise be restricted or prohibited by law or by the terms of any such license or agreement, whether now existing or entered into in the future, and (y) Bank to have the ability in the event of a liquidation of any Collateral to dispose of such Collateral in accordance with Bank’s rights and obligations specified in the Agreement.
8.8. The Assignee understands and is informed that Mintos remedies under this Agreement and the other Loan Originator are not obliged to disclose to the Assignee the information and/or documents related to the enforcement of the Collateral (if any) and/or other debt collection proceedings against the Borrower. The Assignee shall not make any complaints against Mintos, the Loan Originator and the Borrower in this regardDocuments.
Appears in 1 contract
Collateral. 8.1(a) Each Issuer has good title to, has rights in, and the power to transfer each item of the Collateral upon which it purports to ▇▇▇▇▇ ▇ ▇▇▇▇ hereunder and under the other Note Documents, free and clear of any and all Liens except Permitted Liens. This The Issuers have no Deposit Accounts, Securities Accounts or Commodities Accounts other than the Deposit Accounts, Securities Accounts and Commodities Accounts described in the Perfection Certificates delivered to Note Agent in connection herewith. From and after the date that is 30 days after the date of this Agreement (or such later date as extended by Note Agent in its sole discretion pursuant to Section 6.15(b)), the Issuers will have taken such actions as are necessary to grant Note Agent for the benefit of itself and the Purchasers a perfected security interest in all Deposit Accounts, Securities Accounts or Commodities Accounts, except for Excluded Accounts. The Accounts are bona fide, existing obligations of the Account Debtors. The Indebtedness related to that certain UCC-1 financing statement filed with the Delaware Department of State on January 10, 2007 with the initial filing number of 2007 0136019 by General Electric Capital Corporation against Comverge has been paid in full, no letters of credit issued in connection therewith remain outstanding and all commitments to extend credit related to such Indebtedness have been permanently terminated.
(b) The Collateral is not in the possession of any third party bailee (such as a warehouse) except as otherwise provided in the Perfection Certificates. None of the components of the Collateral shall be applicable if maintained at locations other than as provided in the Perfection Certificates or as permitted pursuant to Section 7.2. In the event that any Issuer, after the date hereof, intends to store or otherwise deliver any portion of the Collateral with an aggregate value in excess of Five Hundred Thousand Dollars ($500,000) to a bailee, then such Issuer will obtain a bailee agreement executed by such bailee in form and substance reasonably satisfactory to Note Agent and deliver the same to Note Agent.
(c) Each Note Party is expressly indicated among other information about the Claim sole owner of all intellectual property that is material to its business, except for non-exclusive licenses granted to its customers in the Portal.
8.2ordinary course of business. The Loan Originator along Each patent owned by any Note Party is valid and enforceable, and no part of the intellectual property owned by each Note Party has been judged invalid or unenforceable, in whole or in part, and to the best of the Issuers’ knowledge, no claim has been made that any part of the intellectual property violates the rights of any third party except to the extent such invalidity, unenforceability or claim could not reasonably be expected to cause a Material Adverse Change. Except as noted on the applicable Perfection Certificate, each Issuer is not a party to, nor is bound by, any material license or other agreement with respect to which any Issuer is the licensee (i) that prohibits or otherwise restricts any Issuer from granting a security interest in such Issuer’s interest in such license or agreement or any other property, or (ii) for which a default under or termination of could interfere with the Claim shall not transfer Note Agent’s right to the Assignee all rights related thereto and existing at the moment of the assignment arising from the sell any Collateral. The Assignee understands Issuers shall provide written notice to Note Agent within thirty (30) days of entering or becoming bound by any such license or agreement (other than over-the-counter software that by assignment is commercially available to the public). The Issuers shall take such steps as Note Agent requests to obtain the consent of, or waiver by, any person whose consent or waiver is necessary for (y) all such licenses or agreements to be deemed “Collateral” and for Note Agent (for the benefit of itself and the Claim Purchasers) to have a security interest incorporated in it that might otherwise be restricted or prohibited by law or by the terms of any such license or agreement, whether now existing or entered into in the Collateral is not re-registered in favour of future, and (z) Note Agent to have the Assignee and remains registered in favour of the Loan Originator.
8.3. The Loan Originator handles all matters related to Collateral, including the registration, amending and cancellation of mortgages and commercial pledges, including submits and receives all necessary documents ability in the respective pledge registers.
8.4. The Assignee understands and agrees that the Loan Originator during the validity term event of the Agreement without a prior coordination liquidation of any Collateral to dispose of such Collateral in accordance with the Assignee may make any amendments or sign any additional agreements to the Collateral documentation. The Assignee shall recognize such amendments to Collateral documents or additional agreements as binding and not make any complaints in this regard. The Loan Originator undertakes by making amendments or signing additional agreements to the Collateral documents to act in the interests of the Assignee with due care.
8.5. The Loan Originator shall keep all Collateral documentation and originals of the documents related to the registration of the pledge, including the land register certificate Note Agent’s and the deed of commercial pledge registration. The Assignee understands and is informed that the Loan Originator has an obligation to ensure the confidentiality of the BorrowersPurchasers’ personal data, therefore the Loan Originator shall not issue the documents related to the registration of pledge or their derivatives to the Assignee.
8.6. The Loan Originator by fulfilling the task provided by the Assignee pursuant to the Agreement has the right to sell the Collateral or a part thereof pursuant to the Collateral documentation.
8.7. The Assignee has an obligation immediately, but not later than within 5 (five) Business Days from the receipt of Mintos or the Loan Originator’s request to provide Mintos or the Loan Originator with all necessary authority, consents and permits for Mintos or the Loan Originator to be able to execute the rights and obligations specified in the Agreement.
8.8. The Assignee understands and is informed that Mintos remedies under this Agreement and the Loan Originator are not obliged to disclose to the Assignee the information and/or documents related to the enforcement of the Collateral (if any) and/or other debt collection proceedings against the Borrower. The Assignee shall not make any complaints against Mintos, the Loan Originator and the Borrower in this regardNote Documents.
Appears in 1 contract
Sources: Note Purchase and Security Agreement (Comverge, Inc.)
Collateral. 8.1. This Section shall be applicable if (a) Except as set forth on Schedule 3.16(a), no financing statement, mortgage, notice of judgment or any other similar instrument covering all or any part of the Collateral is expressly indicated among other information about and naming the Claim Company or any Company Subsidiary or any predecessor in the Portal.
8.2. The Loan Originator along title with the Claim shall not transfer to the Assignee all rights related thereto and existing at the moment of the assignment arising from the Collateral. The Assignee understands that by assignment of the Claim security interest incorporated in the Collateral is not re-registered in favour of the Assignee and remains registered in favour of the Loan Originator.
8.3. The Loan Originator handles all matters related to Collateral, including the registration, amending and cancellation of mortgages and commercial pledges, including submits and receives all necessary documents in the respective pledge registers.
8.4. The Assignee understands and agrees that the Loan Originator during the validity term of the Agreement without a prior coordination with the Assignee may make any amendments or sign any additional agreements respect to the Collateral documentationas debtor is on file in any applicable public office except those that may have been filed by the Company and the Company Subsidiaries in favor of Purchasers pursuant to this Agreement or those that relate to Permitted Liens.
(b) The Company and the Company Subsidiaries are the sole and lawful owners of all Collateral, free and clear of any and all Liens, except for the Liens granted or allowed under this Agreement and Permitted Liens.
(c) Upon appropriate financing statements having been filed in the jurisdictions listed on Schedule 3.16(c) attached hereto, this Agreement is and will be effective to create a valid and perfected first priority Lien on and first priority perfected security interest in (subject to any Permitted Liens) the Collateral as to which filing is a permitted method of perfection, securing the payment to Purchasers and performance of the Subordinated Obligations. Assuming the filing of appropriate financing statements in the jurisdictions listed on Schedule 3.16(c) attached hereto, all filings and other actions necessary to perfect and protect Purchasers' security interests have been duly taken, and those security interests are enforceable against creditors and purchasers from the Company and the Company Subsidiaries. The Assignee shall recognize such amendments Company agrees to Collateral documents or additional agreements as binding cooperate fully with Purchasers and not make any complaints in this regard. The Loan Originator undertakes by making amendments or signing additional agreements to the Collateral documents take all actions reasonably necessary to act assist Purchasers in the interests filing and perfection of the Assignee with due care.
8.5. The Loan Originator shall keep all Collateral documentation and originals of the documents related to the registration of the pledge, including the land register certificate and the deed of commercial pledge registration. The Assignee understands and is informed that the Loan Originator has an obligation to ensure the confidentiality of the Borrowers’ personal data, therefore the Loan Originator shall not issue the documents related to the registration of pledge or their derivatives to the Assignee.
8.6. The Loan Originator by fulfilling the task provided by the Assignee security interests created pursuant to the Agreement has the right to sell the Collateral or a part thereof pursuant to the Collateral documentation.
8.7. The Assignee has an obligation immediately, but not later than within 5 (five) Business Days from the receipt of Mintos or the Loan Originator’s request to provide Mintos or the Loan Originator with all necessary authority, consents and permits for Mintos or the Loan Originator to be able to execute the rights and obligations specified in the this Agreement.
8.8. (d) The Assignee understands Company and is informed that Mintos each Company Subsidiary's principal place of business, chief executive office and the Loan Originator place where its records concerning the Collateral are kept is located at its address as set forth on Schedule 3.16(d) attached hereto.
(e) The Accounts are bona fide existing obligations created by the rendition of services to Account Debtors in the ordinary course of the applicable Borrower's business, unconditionally owed to the Company or the Company Subsidiary, as applicable, without defenses, disputes, offsets, counterclaims or rights of return or cancellation that are not obliged to disclose to generally granted within the Assignee the information and/or documents related to the enforcement industry of the Collateral (if any) and/or other debt collection proceedings against Company or such Company Subsidiary. Neither the Borrower. The Assignee shall not make Company nor any complaints against MintosCompany Subsidiary has received notice of actual or imminent bankruptcy, insolvency or material impairment of the Loan Originator and the Borrower in this regardfinancial condition of any Account Debtor regarding any Account.
Appears in 1 contract
Sources: Note and Equity Purchase Agreement (New Valley Corp)
Collateral. 8.1. This Section shall be applicable if Borrower has good title, has rights in, and the power to transfer each item of the Collateral is expressly indicated among upon which it purports to ▇▇▇▇▇ ▇ ▇▇▇▇ hereunder, free and clear of any and all Liens except Permitted Liens. Borrower has no deposit accounts other information about than the Claim deposit accounts with Bank, the deposit accounts, if any, described in the Portal.
8.2Perfection Certificate delivered to Bank in connection herewith, or of which Borrower has given Bank notice and taken such actions as are necessary to give Bank a perfected security interest therein. The Loan Originator along with the Claim shall not transfer to the Assignee all rights related thereto and Accounts are bona fide, existing at the moment obligations of the assignment arising Account Debtors. All Inventory is in all material respects of good and marketable quality, free from the Collateralmaterial defects. The Assignee understands that by assignment of the Claim security interest incorporated in the Collateral is not re-registered in favour the possession of any third party bailee (such as a warehouse) except as otherwise provided in the Perfection Certificate. None of the Assignee and remains registered in favour components of the Loan Originator.
8.3. The Loan Originator handles all matters related to Collateral, including the registration, amending and cancellation of mortgages and commercial pledges, including submits and receives all necessary documents Collateral shall be maintained at locations other than as provided in the respective pledge registers.
8.4Perfection Certificate or as permitted pursuant to Section 7.2. The Assignee understands and agrees In the event that Borrower, after the Loan Originator during the validity term date hereof, intends to store or otherwise deliver any portion of the Agreement without Collateral to a prior coordination bailee, then Borrower will first receive the written consent of Bank and such bailee must execute and deliver a bailee agreement in form and substance satisfactory to Bank in its sole discretion. Except as noted on the Perfection Certificate, Borrower is not a party to, nor is bound by, any material license or other agreement with respect to which Borrower is the Assignee may make licensee (a) that prohibits or otherwise restricts Borrower from granting a security interest in Borrower’s interest in such license or agreement or any amendments other property, or sign any additional agreements to the Collateral documentation. The Assignee shall recognize such amendments to Collateral documents (b) for which a default under or additional agreements as binding and not make any complaints in this regard. The Loan Originator undertakes by making amendments or signing additional agreements to the Collateral documents to act in the interests termination of the Assignee could interfere with due care.
8.5. The Loan Originator shall keep all Collateral documentation and originals of the documents related to the registration of the pledge, including the land register certificate and the deed of commercial pledge registration. The Assignee understands and is informed that the Loan Originator has an obligation to ensure the confidentiality of the Borrowers’ personal data, therefore the Loan Originator shall not issue the documents related to the registration of pledge or their derivatives to the Assignee.
8.6. The Loan Originator by fulfilling the task provided by the Assignee pursuant to the Agreement has the Bank’s right to sell any Collateral. Without prior consent from Bank, Borrower shall not enter into, or become bound by, any such license or agreement which is reasonably likely to have a material impact on Borrower’s business or financial condition. Borrower shall take such steps as Bank requests to obtain the Collateral consent of, or a part thereof pursuant to the Collateral documentation.
8.7. The Assignee has an obligation immediatelywaiver by, but not later than within 5 (five) Business Days from the receipt of Mintos any person whose consent or the Loan Originator’s request to provide Mintos waiver is necessary for all such licenses or the Loan Originator with all necessary authority, consents and permits for Mintos or the Loan Originator contract rights to be able deemed “Collateral” and for Bank to execute have a security interest in it that might otherwise be restricted or prohibited by law or by the rights and obligations specified terms of any such license or agreement, whether now existing or entered into in the Agreementfuture.
8.8. The Assignee understands and is informed that Mintos and the Loan Originator are not obliged to disclose to the Assignee the information and/or documents related to the enforcement of the Collateral (if any) and/or other debt collection proceedings against the Borrower. The Assignee shall not make any complaints against Mintos, the Loan Originator and the Borrower in this regard.
Appears in 1 contract
Collateral. 8.1Borrower has good title to the Collateral, free of Liens except Permitted Liens. This Section shall be applicable if Borrower has no other deposit account, other than the Collateral is expressly indicated among other information about the Claim deposit accounts described in the Portal.
8.2Representations or Schedule 2. Each Account with respect to which Advances are requested by Borrower shall, on the date each Advance is requested and made, represent an undisputed bona fide existing unconditional obligation of the account debtor created by the sale, delivery, and acceptance of goods or the rendition of services in the ordinary course of Borrower's business. The Loan Originator along with the Claim shall not transfer to the Assignee all rights related thereto and existing at the moment of the assignment arising from the Collateral. The Assignee understands that by assignment of the Claim security interest incorporated in the Collateral is not re-registered in favour the possession of any third party bailee (such as at a warehouse), except for Collateral consisting of Inventory located at the following warehouse in Memphis, Tennessee: 4638 E. Shelby Drive, Memphis, Tennessee 38118 (the "Tennessee Wareh▇▇▇▇"). ▇▇▇▇▇▇er shall cause the Tennessee Warehouse to execute and deliver to Bank an agreement pursuant to which the Tennessee Warehouse waives any liens on the Collateral stored with it and acknowledges that it is holding such Collateral for the benefit of Bank in form acceptable to the Bank. In the event that Borrower, after the date hereof, intends to store or otherwise deliver the Collateral to such a bailee, then Borrower will receive the prior written consent of Bank and such bailee must acknowledge in writing that the bailee waives any liens on the Collateral and acknowledges that the bailee is holding such Collateral for the benefit of Bank in form acceptable to the Bank. Borrower has no notice of any actual or imminent Insolvency Proceeding of any account debtor whose accounts are an Eligible Account in any Borrowing Base Certificate. All Inventory is in all material respects of good and marketable quality, free from material defects. Borrower is the sole owner of the Assignee Intellectual Property, except for licenses granted to its customers in the ordinary course of business and remains registered in favour permitted under this Agreement. Each Patent is, to the best of Borrower's knowledge, valid and enforceable and no part of the Loan Originator.
8.3. The Loan Originator handles all matters related to CollateralIntellectual Property has been judged invalid or unenforceable, including the registrationin whole or in part, amending and cancellation of mortgages and commercial pledges, including submits and receives all necessary documents in the respective pledge registers.
8.4. The Assignee understands and agrees no claim has been made that the Loan Originator during the validity term any part of the Agreement without a prior coordination with Intellectual Property violates the Assignee may make rights of any amendments or sign any additional agreements third party, except to the Collateral documentation. The Assignee shall recognize extent such amendments claim could not reasonably be expected to Collateral documents or additional agreements as binding and not make any complaints in this regard. The Loan Originator undertakes by making amendments or signing additional agreements to the Collateral documents to act in the interests of the Assignee with due carecause a Material Adverse Change.
8.5. The Loan Originator shall keep all Collateral documentation and originals of the documents related to the registration of the pledge, including the land register certificate and the deed of commercial pledge registration. The Assignee understands and is informed that the Loan Originator has an obligation to ensure the confidentiality of the Borrowers’ personal data, therefore the Loan Originator shall not issue the documents related to the registration of pledge or their derivatives to the Assignee.
8.6. The Loan Originator by fulfilling the task provided by the Assignee pursuant to the Agreement has the right to sell the Collateral or a part thereof pursuant to the Collateral documentation.
8.7. The Assignee has an obligation immediately, but not later than within 5 (five) Business Days from the receipt of Mintos or the Loan Originator’s request to provide Mintos or the Loan Originator with all necessary authority, consents and permits for Mintos or the Loan Originator to be able to execute the rights and obligations specified in the Agreement.
8.8. The Assignee understands and is informed that Mintos and the Loan Originator are not obliged to disclose to the Assignee the information and/or documents related to the enforcement of the Collateral (if any) and/or other debt collection proceedings against the Borrower. The Assignee shall not make any complaints against Mintos, the Loan Originator and the Borrower in this regard.
Appears in 1 contract
Sources: Loan and Security Agreement (Mobility Electronics Inc)
Collateral. 8.1The Banks acknowledge that all collateral is held pursuant to Security Documents which name PNC, as Agent, as the secured party and that PNC is holding such collateral as Agent for the Banks under the Amended Credit Agreement. This Section The Banks agree that to avoid the cost of assigning the Security Documents, PNC will continue to hold such collateral as Agent for the Banks under the Amended Credit Agreement, but that the relationship between the Banks as to the collateral shall be applicable if the Collateral is expressly indicated among other information about the Claim revised in the Portal.
8.2manner set forth below. The Loan Originator along with From and after the Claim date of this Agreement, PNC and Bank One, equally, shall not transfer to the Assignee all rights related thereto and existing at the moment of the assignment arising from the Collateral. The Assignee understands that by assignment of the Claim have, as security interest incorporated in the Collateral is not re-registered in favour of the Assignee and remains registered in favour of the Loan Originator.
8.3. The Loan Originator handles all matters related to Collateral, including the registration, amending and cancellation of mortgages and commercial pledges, including submits and receives all necessary documents in the respective pledge registers.
8.4. The Assignee understands and agrees that the Loan Originator during the validity term of the Agreement without a prior coordination with the Assignee may make any amendments or sign any additional agreements to the Collateral documentation. The Assignee shall recognize such amendments to Collateral documents or additional agreements as binding and not make any complaints in this regard. The Loan Originator undertakes by making amendments or signing additional agreements to the Collateral documents to act in the interests of the Assignee with due care.
8.5. The Loan Originator shall keep all Collateral documentation and originals of the documents related to the registration of the pledge, including the land register certificate and the deed of commercial pledge registration. The Assignee understands and is informed that the Loan Originator has an obligation to ensure the confidentiality of for the Borrowers’ personal dataobligations under Term Loan A, therefore the first priority lien and security interest in all real property and equipment which is collateral for the Loans under the Amended Credit Agreement and a second priority lien and security interest in all other collateral for the Loans under the Amended Credit Agreement and Fifth Third will have, as security for the Borrowers’ obligations under the Revolving Credit Loan, a second priority lien and security interest in all real property and equipment which is collateral for the Loans under the Amended Credit Agreement and a first priority lien and security interest in all other collateral for the Loans under the Amended Credit Agreement. Upon the occurrence of an Event of Default under the Amended Credit Agreement, PNC and Bank One shall share equally in the proceeds of any sale or other disposition of all real property and equipment collateral for the Loans under the Amended Credit Agreement, until such time they are paid in full all amounts due to them under Term Loan Originator A. Any proceeds in excess of the amount due to PNC and Bank One as provided in the proceeding sentence shall not issue be payable to Fifth Third, if necessary, to pay amounts due to Fifth Third under the documents related Revolving Credit Loan. Upon the occurrence of an Event of Default under the Amended Credit Agreement, Fifth Third shall be entitled to the registration proceeds of pledge any sale or their derivatives other disposition of all collateral, other than the real property and equipment collateral, which is security for the Loans under the Amended Credit Agreement, until Fifth Third is paid in full all amounts due to Fifth Third under the Assignee.
8.6Revolving Credit Loan. The Loan Originator by fulfilling Any proceeds in excess of the task amounts due to Fifth Third as provided by the Assignee pursuant to the Agreement has the right to sell the Collateral or a part thereof pursuant to the Collateral documentation.
8.7. The Assignee has an obligation immediately, but not later than within 5 (five) Business Days from the receipt of Mintos or the Loan Originator’s request to provide Mintos or the Loan Originator with all necessary authority, consents and permits for Mintos or the Loan Originator to be able to execute the rights and obligations specified in the Agreement.
8.8. The Assignee understands preceding sentence shall be payable equally to PNC and is informed Bank One, if necessary to pay amounts due to them under Term Loan A. To the extent that Mintos and the Loan Originator foregoing terms are not obliged to disclose to inconsistent with the Assignee the information and/or documents related to the enforcement terms of the Collateral Amended Credit Agreement, and in particular Section 7.2(d) and (if anye) and/or other debt collection proceedings against of the Borrower. The Assignee shall not make any complaints against MintosAmended Credit Agreement, the Loan Originator and terms of the Borrower in this regardAmended Credit Agreement are hereby amended.
Appears in 1 contract
Collateral. 8.1. This Section shall be applicable if Borrower has good title to the Collateral and the Intellectual Property, free of Liens except Permitted Liens and Borrower has Rights to each asset that is expressly indicated among Collateral. Borrower has no other information about deposit account, other than the Claim deposit accounts described in the Portal.
8.2Schedule. The Loan Originator along with Accounts are bona fide, existing obligations, and the Claim shall not transfer service or property has been performed or delivered to the Assignee all rights related thereto account debtor or its agent for immediate shipment to and existing at unconditional acceptance by the moment of the assignment arising from the Collateralaccount debtor. The Assignee understands that by assignment of the Claim security interest incorporated in the Collateral is not rein the possession of any third party bailee (such as at a warehouse), except to the extent that purchased components of inventory are located, in the ordinary course of business, at the sites of contract manufacturers and with the further understanding that no inventory that is located at such a third party site shall be considered Eligible Inventory hereunder. In the event that Borrower, after the date hereof, intends to store or otherwise deliver the Collateral to such a bailee, then Borrower will receive the prior written consent of Bank and such bailee must acknowledge in writing that the bailee is holding such Collateral for the benefit of Bank. Borrower has no notice of any actual or imminent Insolvency Proceeding of any account debtor whose accounts are an Eligible Account in any Borrowing Base Certificate. All Inventory is in all material respects of good and marketable quality, free from material defects. Borrower is the sole owner of, or a licensee of, the Intellectual Property, except for non-registered exclusive licenses granted to its customers in favour the ordinary course of business. Each Patent is valid and enforceable (subject to the ability of the Assignee Borrower to abandon rights to certain Intellectual Property as set forth in Section 6.8 hereof) and remains registered in favour no part of the Loan Originator.
8.3. The Loan Originator handles all matters related to CollateralIntellectual Property has been judged invalid or unenforceable, including the registrationin whole or in part, amending and cancellation of mortgages and commercial pledges, including submits and receives all necessary documents in the respective pledge registers.
8.4. The Assignee understands and agrees no claim has been made that the Loan Originator during the validity term any part of the Agreement without a prior coordination with Intellectual Property violates the Assignee may make rights of any amendments or sign any additional agreements third party, except to the Collateral documentation. The Assignee shall recognize extent such amendments claim could not reasonably be expected to Collateral documents or additional agreements as binding and not make any complaints in this regard. The Loan Originator undertakes by making amendments or signing additional agreements to the Collateral documents to act in the interests of the Assignee with due carecause a Material Adverse Change.
8.5. The Loan Originator shall keep all Collateral documentation and originals of the documents related to the registration of the pledge, including the land register certificate and the deed of commercial pledge registration. The Assignee understands and is informed that the Loan Originator has an obligation to ensure the confidentiality of the Borrowers’ personal data, therefore the Loan Originator shall not issue the documents related to the registration of pledge or their derivatives to the Assignee.
8.6. The Loan Originator by fulfilling the task provided by the Assignee pursuant to the Agreement has the right to sell the Collateral or a part thereof pursuant to the Collateral documentation.
8.7. The Assignee has an obligation immediately, but not later than within 5 (five) Business Days from the receipt of Mintos or the Loan Originator’s request to provide Mintos or the Loan Originator with all necessary authority, consents and permits for Mintos or the Loan Originator to be able to execute the rights and obligations specified in the Agreement.
8.8. The Assignee understands and is informed that Mintos and the Loan Originator are not obliged to disclose to the Assignee the information and/or documents related to the enforcement of the Collateral (if any) and/or other debt collection proceedings against the Borrower. The Assignee shall not make any complaints against Mintos, the Loan Originator and the Borrower in this regard.
Appears in 1 contract
Sources: Loan and Security Agreement (Vascular Solutions Inc)
Collateral. 8.1. This Section shall be applicable if Guarantor has good title to each item of the Collateral is expressly indicated among upon which it purports to ▇▇▇▇▇ ▇ ▇▇▇▇ hereunder, free and clear of any and all Liens except Permitted Liens. Guarantor has no deposit accounts other information about than the Claim deposit accounts with Bank, the deposit accounts, if any, described in the Portal.
8.2Perfection Certificate delivered to Bank in connection herewith, or of which Guarantor has given Bank notice and taken such actions as are necessary to give Bank a perfected security interest therein. The Loan Originator along with the Claim shall not transfer to the Assignee all rights related thereto and Accounts are bona fide, existing at the moment obligations of the assignment arising from the CollateralAccount Guarantors. The Assignee understands that by assignment of the Claim security interest incorporated in the Collateral is not re-registered in favour the possession of any third party bailee (such as a warehouse) except as otherwise provided in the Perfection Certificate. None of the Assignee and remains registered in favour of the Loan Originator.
8.3. The Loan Originator handles all matters related to Collateral, including the registration, amending and cancellation of mortgages and commercial pledges, including submits and receives all necessary documents in the respective pledge registers.
8.4. The Assignee understands and agrees that the Loan Originator during the validity term of the Agreement without a prior coordination with the Assignee may make any amendments or sign any additional agreements to the Collateral documentation. The Assignee shall recognize such amendments to Collateral documents or additional agreements as binding and not make any complaints in this regard. The Loan Originator undertakes by making amendments or signing additional agreements to the Collateral documents to act in the interests of the Assignee with due care.
8.5. The Loan Originator shall keep all Collateral documentation and originals of the documents related to the registration of the pledge, including the land register certificate and the deed of commercial pledge registration. The Assignee understands and is informed that the Loan Originator has an obligation to ensure the confidentiality of the Borrowers’ personal data, therefore the Loan Originator shall not issue the documents related to the registration of pledge or their derivatives to the Assignee.
8.6. The Loan Originator by fulfilling the task provided by the Assignee pursuant to the Agreement has the right to sell the Collateral or a part thereof pursuant to the Collateral documentation.
8.7. The Assignee has an obligation immediately, but not later than within 5 (five) Business Days from the receipt of Mintos or the Loan Originator’s request to provide Mintos or the Loan Originator with all necessary authority, consents and permits for Mintos or the Loan Originator to be able to execute the rights and obligations specified in the Agreement.
8.8. The Assignee understands and is informed that Mintos and the Loan Originator are not obliged to disclose to the Assignee the information and/or documents related to the enforcement components of the Collateral shall be maintained at locations other than as provided in the Perfection Certificate or as permitted pursuant to Section 5.2. In the event that Guarantor, after the date hereof, intends to store or otherwise deliver any portion of the Collateral in excess of One Hundred Thirty Thousand Dollars (if any$130,000.00) and/or other debt collection proceedings against for all Loan Parties, to a bailee, then Guarantor will first receive the Borrowerwritten consent of Bank and such bailee must execute and deliver a bailee agreement in form and substance satisfactory to Bank in its sole discretion. The Assignee shall not make any complaints against MintosAll Inventory is in all material respects of good and marketable quality, free from material defects. Guarantor is the sole owner of the Intellectual Property which it owns or purports to own except for (a) non-exclusive licenses granted to its customers in the ordinary course of business, (b) over-the-counter software that is commercially available to the public, and (c) material Intellectual Property licensed to Guarantor and noted on the Perfection Certificate. Each Patent which it owns or purports to own and which is material to Guarantor’s business is, to the knowledge of Guarantor, valid and enforceable, and no part of the Intellectual Property which Guarantor owns or purports to own and which is material to the Loan Originator and Parties’ business taken as a whole has been judged invalid or unenforceable, in whole or in part. To the Borrower in this regardbest of Guarantor’s knowledge, no claim has been made that any part of the Intellectual Property violates the rights of any third party except to the extent such claim would not have a material adverse effect on the Loan Parties’ business taken as a whole. Except as noted on the Perfection Certificate, Guarantor is not a party to, nor is it bound by, any Restricted License.
Appears in 1 contract
Sources: Security Agreement (Global Telecom & Technology, Inc.)
Collateral. 8.1Borrower has good title to the Collateral, free of Liens except Permitted Liens. This Section shall be applicable if Borrower has no deposit account, other than the Collateral is expressly indicated among other information about the Claim deposit accounts with Bank and deposit accounts described in the Portal.
8.2Perfection Certificate delivered to the Bank in connection herwith. The Loan Originator along with Accounts are bona fide, existing obligations, and the Claim shall not transfer service or property has been performed or delivered to the Assignee all rights related thereto account debtor or its agent for immediate shipment to and existing at unconditional acceptance by the moment of the assignment arising from the Collateralaccount debtor. The Assignee understands that by assignment of the Claim security interest incorporated in the Collateral is not re-registered in favour the possession of any third party bailee (such as a warehouse). Except as hereafter disclosed to the Bank in writing by Borrower, none of the Assignee and remains registered in favour of the Loan Originator.
8.3. The Loan Originator handles all matters related to Collateral, including the registration, amending and cancellation of mortgages and commercial pledges, including submits and receives all necessary documents in the respective pledge registers.
8.4. The Assignee understands and agrees that the Loan Originator during the validity term of the Agreement without a prior coordination with the Assignee may make any amendments or sign any additional agreements to the Collateral documentation. The Assignee shall recognize such amendments to Collateral documents or additional agreements as binding and not make any complaints in this regard. The Loan Originator undertakes by making amendments or signing additional agreements to the Collateral documents to act in the interests of the Assignee with due care.
8.5. The Loan Originator shall keep all Collateral documentation and originals of the documents related to the registration of the pledge, including the land register certificate and the deed of commercial pledge registration. The Assignee understands and is informed that the Loan Originator has an obligation to ensure the confidentiality of the Borrowers’ personal data, therefore the Loan Originator shall not issue the documents related to the registration of pledge or their derivatives to the Assignee.
8.6. The Loan Originator by fulfilling the task provided by the Assignee pursuant to the Agreement has the right to sell the Collateral or a part thereof pursuant to the Collateral documentation.
8.7. The Assignee has an obligation immediately, but not later than within 5 (five) Business Days from the receipt of Mintos or the Loan Originator’s request to provide Mintos or the Loan Originator with all necessary authority, consents and permits for Mintos or the Loan Originator to be able to execute the rights and obligations specified in the Agreement.
8.8. The Assignee understands and is informed that Mintos and the Loan Originator are not obliged to disclose to the Assignee the information and/or documents related to the enforcement components of the Collateral (if any) and/or shall be maintained at locations other debt collection proceedings against than as provided in the Perfection Certificate. In the event that Borrower, after the date hereof, intends to store or otherwise deliver any portion of the Collateral to a bailee, then Borrower will first receive the written consent of Bank and such bailee must acknowledge in writing that the bailee is holding such Collateral for the benefit of Bank. The Assignee shall Borrower has no knowledge of any actual or imminent Insolvency Proceeding of any account debtor whose accounts are an Eligible Account in any Borrowing Base Certificate. All Inventory is in all material respects of good and marketable quality, free from material defects. Borrower is the sole owner of the Intellectual Property, except for non-exclusive licenses granted to its customers in the ordinary course of business. Each Patent is valid and enforceable and no part of the Intellectual Property has been judged invalid or unenforceable, in whole or in part, and no claim has been made that any part of the Intellectual Property violates the rights of any third party except to the extent such claim could not make any complaints against Mintos, the Loan Originator and the Borrower in this regardreasonably be expected to cause a Material Adverse Change.
Appears in 1 contract
Collateral. 8.1. This Section shall be applicable if Borrower has good title to, has rights in, and the power to transfer each item of the Collateral is expressly indicated among upon which it purports to ▇▇▇▇▇ ▇ ▇▇▇▇ hereunder, free and clear of any and all Liens except Permitted Liens. Borrower has no deposit accounts other information about than the Claim deposit accounts with Bank, the deposit accounts, if any, described in the Portal.
8.2Perfection Certificate delivered to Bank in connection herewith, or of which Borrower has given Bank notice and taken such actions as are necessary to give Bank a perfected security interest therein. The Loan Originator along with the Claim shall not transfer to the Assignee all rights related thereto and Accounts are bona fide, existing at the moment obligations of the assignment arising from the CollateralAccount Debtors. The Assignee understands that by assignment of the Claim security interest incorporated in the Collateral is not re-registered in favour the possession of any third party bailee (such as a warehouse) except as otherwise provided in the Perfection Certificate. None of the Assignee and remains registered in favour components of the Loan Originator.
8.3. The Loan Originator handles all matters related to Collateral, including the registration, amending and cancellation of mortgages and commercial pledges, including submits and receives all necessary documents Collateral shall be maintained at locations other than as provided in the respective pledge registers.
8.4Perfection Certificate or as permitted pursuant to Section 7.1. The Assignee understands and agrees In the event that Borrower, after the Loan Originator during the validity term date hereof, intends to store or otherwise deliver any portion of the Agreement without Collateral to a prior coordination bailee, then Borrower will first receive the written consent of Bank and such bailee must execute and deliver a bailee agreement in form and substance satisfactory to Bank in its sole discretion. All Financed Equipment is new, except for such Financed Equipment that has been disclosed in writing to Bank by Borrower as “used” and that Bank, in its sole discretion, has agreed to finance. All Inventory is in all material respects of good and marketable quality, free from material defects. Borrower is the sole owner of or has sufficient rights to use its intellectual property, except for non-exclusive licenses granted to its customers in the ordinary course of business. Each patent is valid and enforceable, and no part of the intellectual property has been judged invalid or unenforceable, in whole or in part, and to the best of Borrower’s knowledge, no claim has been made that any part of the intellectual property violates the rights of any third party except to the extent such claim could not reasonably be expected to have a material adverse effect on Borrower’s business. Except as noted on the Perfection Certificate, Borrower is not a party to, nor is bound by, any material license or other agreement with respect to which Borrower is the licensee (a) that prohibits or otherwise restricts Borrower from granting a security interest in Borrower’s interest in such license or agreement or any other property, or (b) for which a default under or termination of could interfere with the Assignee may make any amendments or sign any additional agreements to the Collateral documentation. The Assignee shall recognize such amendments to Collateral documents or additional agreements as binding and not make any complaints in this regard. The Loan Originator undertakes by making amendments or signing additional agreements to the Collateral documents to act in the interests of the Assignee with due care.
8.5. The Loan Originator shall keep all Collateral documentation and originals of the documents related to the registration of the pledge, including the land register certificate and the deed of commercial pledge registration. The Assignee understands and is informed that the Loan Originator has an obligation to ensure the confidentiality of the Borrowers’ personal data, therefore the Loan Originator shall not issue the documents related to the registration of pledge or their derivatives to the Assignee.
8.6. The Loan Originator by fulfilling the task provided by the Assignee pursuant to the Agreement has the Bank’s right to sell the Collateral any Collateral. Borrower shall provide written notice to Bank within ten (10) days of entering or a part thereof pursuant becoming bound by any such license or agreement (other than over-the-counter software that is commercially available to the Collateral documentation.
8.7public). The Assignee has an obligation immediatelyBorrower shall take such steps as Bank requests to obtain the consent of, but not later than within 5 or waiver by, any person whose consent or waiver is necessary for (fivex) Business Days from the receipt of Mintos all such licenses or the Loan Originator’s request to provide Mintos or the Loan Originator with all necessary authority, consents and permits for Mintos or the Loan Originator agreements to be able deemed “Collateral” and for Bank to execute have a security interest in it that might otherwise be restricted or prohibited by law or by the terms of any such license or agreement, whether now existing or entered into in the future, and (y) Bank to have the ability in the event of a liquidation of any Collateral to dispose of such Collateral in accordance with Bank’s rights and obligations specified in the Agreement.
8.8. The Assignee understands and is informed that Mintos remedies under this Agreement and the other Loan Originator are not obliged to disclose to the Assignee the information and/or documents related to the enforcement of the Collateral (if any) and/or other debt collection proceedings against the Borrower. The Assignee shall not make any complaints against Mintos, the Loan Originator and the Borrower in this regardDocuments.
Appears in 1 contract
Collateral. 8.1Borrower has good title, has rights in, and the power to transfer each item of the Collateral upon which it purports to g▇▇▇▇ ▇ ▇▇▇▇ hereunder, free and clear of any and all Liens except Permitted Liens. This Section Borrower has no deposit accounts in the United States other than the deposit accounts with Bank, the deposit accounts, if any, described in the Perfection Certificate delivered to Bank in connection herewith, or of which Borrower has given Bank notice and taken such actions as are necessary to give Bank a perfected security interest therein. The accounts are bona fide, existing obligations of the Account Debtors. The Collateral is not in the possession of any third party bailee (such as a warehouse) except as otherwise provided in the Perfection Certificate. None of the components of the Collateral shall be applicable if maintained at locations other than as provided in the Perfection Certificate or as Borrower has given Bank notice pursuant to Section 7.2. In the event that Borrower, after the date hereof, intends to store or otherwise deliver any portion of the Collateral to a bailee, then Borrower will first receive the written consent of Bank and such bailee must execute and deliver a bailee agreement in form and substance satisfactory to Bank in its sole discretion. Borrower is expressly indicated among other information about the Claim sole owner of its intellectual property, except for non-exclusive licenses granted to its customers in the Portal.
8.2ordinary course of business. The Loan Originator along with Each patent is valid and enforceable, and no part of the Claim shall not transfer intellectual property has been judged invalid or unenforceable, in whole or in part, and to the Assignee all rights related thereto and existing at the moment best of Borrower’s knowledge, no claim has been made that any part of the assignment arising intellectual property violates the rights of any third party except to the extent such claim could not reasonably be expected to have a material adverse effect on Borrower’s business. Except as noted on the Perfection Certificate, Borrower is not a party to, nor is bound by, any material license or other agreement with respect to which Borrower is licensee that prohibits or otherwise restricts Borrower from granting a security interest in Borrower’s interest in such license or agreement or any other property. Borrower shall provide written notice to Bank within 30 days of entering or becoming bound by any such license or agreement which is reasonably likely to have a material impact on Borrower’s business or financial condition (other than over-the-counter software that is commercially available to the public). Borrower shall take such steps as Bank requests to obtain the consent of, or wavier by, any person whose consent or waiver is necessary for all such licenses or contract rights to be deemed “Collateral. The Assignee understands ” and for Bank to have a security interest in it that might otherwise be restricted or prohibited by law or by the terms of any such license or agreement (such consent or authorization may include a licensor’s agreement to a contingent assignment of the Claim license to Bank if Bank determines that is necessary in its good faith judgment), whether now existing or entered into in the future. Without prior consent from Bank, Borrower shall not enter into, or become bound by, any such license or agreement which is reasonably likely to have a material impact on Borrower’s business or financial condition. Borrower shall take such steps as Bank requests to obtain the consent of, or waiver by, any person whose consent or waiver is necessary for all such licenses or contract rights to be deemed “Collateral” and for Bank to have a security interest incorporated in it that might otherwise be restricted or prohibited by law or by the terms of any such license or agreement, whether now existing or entered into in the Collateral is not re-registered in favour of the Assignee and remains registered in favour of the Loan Originatorfuture.
8.3. The Loan Originator handles all matters related to Collateral, including the registration, amending and cancellation of mortgages and commercial pledges, including submits and receives all necessary documents in the respective pledge registers.
8.4. The Assignee understands and agrees that the Loan Originator during the validity term of the Agreement without a prior coordination with the Assignee may make any amendments or sign any additional agreements to the Collateral documentation. The Assignee shall recognize such amendments to Collateral documents or additional agreements as binding and not make any complaints in this regard. The Loan Originator undertakes by making amendments or signing additional agreements to the Collateral documents to act in the interests of the Assignee with due care.
8.5. The Loan Originator shall keep all Collateral documentation and originals of the documents related to the registration of the pledge, including the land register certificate and the deed of commercial pledge registration. The Assignee understands and is informed that the Loan Originator has an obligation to ensure the confidentiality of the Borrowers’ personal data, therefore the Loan Originator shall not issue the documents related to the registration of pledge or their derivatives to the Assignee.
8.6. The Loan Originator by fulfilling the task provided by the Assignee pursuant to the Agreement has the right to sell the Collateral or a part thereof pursuant to the Collateral documentation.
8.7. The Assignee has an obligation immediately, but not later than within 5 (five) Business Days from the receipt of Mintos or the Loan Originator’s request to provide Mintos or the Loan Originator with all necessary authority, consents and permits for Mintos or the Loan Originator to be able to execute the rights and obligations specified in the Agreement.
8.8. The Assignee understands and is informed that Mintos and the Loan Originator are not obliged to disclose to the Assignee the information and/or documents related to the enforcement of the Collateral (if any) and/or other debt collection proceedings against the Borrower. The Assignee shall not make any complaints against Mintos, the Loan Originator and the Borrower in this regard.
Appears in 1 contract
Collateral. 8.1Borrower has good title to the Collateral, free of Liens except Permitted Liens. This Section shall be applicable if Borrower has no deposit account other than the Collateral is expressly indicated among other information about the Claim in the Portal.
8.2deposit accounts with Bank. The Loan Originator along with the Claim shall not transfer to the Assignee all rights related thereto and existing at the moment of the assignment arising from the Collateral. The Assignee understands that by assignment of the Claim security interest incorporated in the Collateral is not re-registered in favour the possession of any third party bailee (such as a warehouse), except as set forth on Schedule 1 hereto. Except as hereafter disclosed to Bank in writing by Borrower, none of the Assignee and remains registered in favour components of the Loan OriginatorCollateral shall be maintained at locations other than as provided in the Perfection Certificate. In the event that Borrower, after the date hereof, intends to store or otherwise deliver any portion of the Collateral to a bailee, then Borrower will first receive the written consent of Bank and such bailee must acknowledge in writing that the bailee is holding such Collateral for the benefit of Bank. All Inventory is in all material respects of good and marketable quality, free from material defects. Borrower is the sole owner of its intellectual property, except for non-exclusive licenses granted to its customers in the ordinary course of business. Each patent is valid and enforceable and no part of the Intellectual Property has been judged invalid or unenforceable, in whole or in part, and to the best of Borrower's knowledge, no claim has been made that any part of the Intellectual Property violates the rights of any third party except to the extent such claim could not reasonably be expected to cause a Material Adverse Change.
8.3. The Loan Originator handles all matters related to Collateral(a) that prohibits or otherwise restricts Borrower from granting a security interest in Borrower's interest in such license or agreement or any other property, including the registration, amending and cancellation or (b) for which a default under or termination of mortgages and commercial pledges, including submits and receives all necessary documents in the respective pledge registers.
8.4. The Assignee understands and agrees that the Loan Originator during the validity term of the Agreement without a prior coordination could interfere with the Assignee may make any amendments or sign any additional agreements to the Collateral documentation. The Assignee shall recognize such amendments to Collateral documents or additional agreements as binding and not make any complaints in this regard. The Loan Originator undertakes by making amendments or signing additional agreements to the Collateral documents to act in the interests of the Assignee with due care.
8.5. The Loan Originator shall keep all Collateral documentation and originals of the documents related to the registration of the pledge, including the land register certificate and the deed of commercial pledge registration. The Assignee understands and is informed that the Loan Originator has an obligation to ensure the confidentiality of the Borrowers’ personal data, therefore the Loan Originator shall not issue the documents related to the registration of pledge or their derivatives to the Assignee.
8.6. The Loan Originator by fulfilling the task provided by the Assignee pursuant to the Agreement has the Bank's right to sell the Collateral any Collateral. Borrower shall provide written notice to Bank within thirty days of entering or a part thereof pursuant becoming bound by any such license or agreement (other than over-the-counter software that is commercially available to the Collateral documentation.
8.7public). The Assignee has an obligation immediatelyBorrower shall take such steps as Bank requests to obtain the consent of, but not later than within 5 or waiver by, any person whose consent or waiver is necessary for (fivex) Business Days from the receipt of Mintos all such licenses or the Loan Originator’s request to provide Mintos or the Loan Originator with all necessary authority, consents and permits for Mintos or the Loan Originator agreements to be able deemed "Collateral" and for Bank to execute have a security interest in the same that might otherwise be restricted or prohibited by law or by the terms of any such license or agreement, whether now existing or entered into in the future, and (y) Bank to have the ability in the event of a liquidation of any Collateral to dispose of such Collateral in accordance with Bank's rights and obligations specified in the Agreement.
8.8. The Assignee understands and is informed that Mintos remedies under this Agreement and the other Loan Originator are not obliged to disclose to the Assignee the information and/or documents related to the enforcement of the Collateral (if any) and/or other debt collection proceedings against the Borrower. The Assignee shall not make any complaints against Mintos, the Loan Originator and the Borrower in this regardDocuments.
Appears in 1 contract
Sources: Loan and Security Agreement (Sysview Technology, Inc.)
Collateral. 8.1Borrower has good title to the Collateral, free of Liens except Permitted Liens. This Section shall be applicable if Borrower has no other deposit accounts, other than the Collateral is expressly indicated among other information about the Claim deposit accounts described in the Portal.
8.2Schedule. The Loan Originator along with Accounts are bona fide, existing obligations, and the Claim shall not transfer service or property has been performed or delivered to the Assignee all rights related thereto account debtor or its agent for immediate shipment to and existing at unconditional acceptance by the moment of the assignment arising from the Collateralaccount debtor. The Assignee understands that by assignment of the Claim security interest incorporated in the Collateral is not re-registered in favour the possession of any third party bailee (such as at a warehouse). In the event that Borrower, after the date hereof, intends to store or otherwise deliver the Collateral to such a bailee, then Borrower will receive the prior written consent of Bank and such bailee must acknowledge in writing that the bailee is holding such Collateral for the benefit of Bank. Borrower has no notice of any actual or imminent Insolvency Proceeding of any account debtor whose accounts are an Eligible Account in any Borrowing Base Certificate. All Inventory is in all material respects of good and marketable quality, free from material defects. Borrower is the sole owner of the Assignee Intellectual Property which it owns. Borrower is the licensee of certain other Intellectual Property material to its operations and remains registered is not in favour default under any such licenses. In the ordinary course of Borrower's business, Borrower has granted field-limited, exclusive licenses to certain of its Intellectual Property and non-exclusive licenses to customers and marketing partners. To the knowledge of Borrower, each Patent is valid and enforceable and no part of the Loan Originator.
8.3. The Loan Originator handles all matters related to CollateralIntellectual Property has been judged invalid or unenforceable, including the registrationin whole or in part, amending and cancellation of mortgages and commercial pledges, including submits and receives all necessary documents no claim has been made in the respective pledge registers.
8.4. The Assignee understands and agrees writing that the Loan Originator during the validity term any part of the Agreement without a prior coordination with Intellectual Property violates the Assignee may make rights of any amendments or sign any additional agreements third party, except to the Collateral documentation. The Assignee shall recognize extent such amendments claim could not reasonably be expected to Collateral documents or additional agreements as binding and not make any complaints in this regard. The Loan Originator undertakes by making amendments or signing additional agreements to the Collateral documents to act in the interests of the Assignee with due carecause a Material Adverse Change.
8.5. The Loan Originator shall keep all Collateral documentation and originals of the documents related to the registration of the pledge, including the land register certificate and the deed of commercial pledge registration. The Assignee understands and is informed that the Loan Originator has an obligation to ensure the confidentiality of the Borrowers’ personal data, therefore the Loan Originator shall not issue the documents related to the registration of pledge or their derivatives to the Assignee.
8.6. The Loan Originator by fulfilling the task provided by the Assignee pursuant to the Agreement has the right to sell the Collateral or a part thereof pursuant to the Collateral documentation.
8.7. The Assignee has an obligation immediately, but not later than within 5 (five) Business Days from the receipt of Mintos or the Loan Originator’s request to provide Mintos or the Loan Originator with all necessary authority, consents and permits for Mintos or the Loan Originator to be able to execute the rights and obligations specified in the Agreement.
8.8. The Assignee understands and is informed that Mintos and the Loan Originator are not obliged to disclose to the Assignee the information and/or documents related to the enforcement of the Collateral (if any) and/or other debt collection proceedings against the Borrower. The Assignee shall not make any complaints against Mintos, the Loan Originator and the Borrower in this regard.
Appears in 1 contract
Sources: Loan and Security Agreement (Epoch Biosciences Inc)
Collateral. 8.1. This Section shall be applicable if Borrower has good title to, has rights in, and the power to transfer each item of the Collateral is expressly indicated among upon which it purports to ▇▇▇▇▇ ▇ ▇▇▇▇ hereunder, free and clear of any and all Liens except Permitted Liens. Borrower has no deposit accounts other information about than the Claim deposit accounts with Bank, the deposit accounts, if any, described in the Portal.
8.2Perfection Certificate delivered to Bank in connection herewith, or of which Borrower has given Bank notice and taken such actions as are necessary to give Bank a perfected security interest therein. The Loan Originator along with the Claim shall not transfer to the Assignee all rights related thereto and Accounts are bona fide, existing at the moment obligations of the assignment arising from the CollateralAccount Debtors. The Assignee understands that by assignment of the Claim security interest incorporated in the Collateral is not re-registered in favour the possession of any third party bailee (such as a warehouse) except as otherwise provided in the Perfection Certificate. None of the Assignee and remains registered in favour components of the Loan Originator.
8.3. The Loan Originator handles all matters related to Collateral, including the registration, amending and cancellation of mortgages and commercial pledges, including submits and receives all necessary documents Collateral shall be maintained at locations other than as provided in the respective pledge registers.
8.4Perfection Certificate or as permitted pursuant to Section 7.2. The Assignee understands and agrees In the event that Borrower, after the Loan Originator during the validity term date hereof, intends to store or otherwise deliver any portion of the Agreement without Collateral to a prior coordination bailee, then Borrower will first receive the written consent of Bank and such bailee must execute and deliver a bailee agreement in form and substance satisfactory to Bank in its sole discretion. All Financed Equipment is new, except for such Financed Equipment that has been disclosed in writing to Bank by Borrower as "used" and that Bank, in its sole discretion, has agreed to finance. All Inventory is in all material respects of good and marketable quality, free from material defects. Except as noted on the Perfection Certificate, Borrower is not a party to, nor is bound by, any material license or other material agreement with respect to which Borrower is the licensee (a) that prohibits or otherwise restricts Borrower from granting a security interest in Borrower's interest in such license or agreement or any other property, or (b) for which a default under or termination of could interfere with the Assignee may make any amendments or sign any additional agreements to the Collateral documentation. The Assignee shall recognize such amendments to Collateral documents or additional agreements as binding and not make any complaints in this regard. The Loan Originator undertakes by making amendments or signing additional agreements to the Collateral documents to act in the interests of the Assignee with due care.
8.5. The Loan Originator shall keep all Collateral documentation and originals of the documents related to the registration of the pledge, including the land register certificate and the deed of commercial pledge registration. The Assignee understands and is informed that the Loan Originator has an obligation to ensure the confidentiality of the Borrowers’ personal data, therefore the Loan Originator shall not issue the documents related to the registration of pledge or their derivatives to the Assignee.
8.6. The Loan Originator by fulfilling the task provided by the Assignee pursuant to the Agreement has the Bank's right to sell the Collateral any Collateral. Borrower shall provide written notice to Bank within ten (10) days of entering or a part thereof pursuant becoming bound by any such license or agreement (other than over-the-counter software that is commercially available to the Collateral documentation.
8.7public). The Assignee has an obligation immediatelyBorrower shall take such steps as Bank requests to obtain the consent of, but not later than within 5 or waiver by, any person whose consent or waiver is necessary for (fivex) Business Days from the receipt of Mintos all such licenses or the Loan Originator’s request to provide Mintos or the Loan Originator with all necessary authority, consents and permits for Mintos or the Loan Originator agreements to be able deemed "Collateral" and for Bank to execute have a security interest in it that might otherwise be restricted or prohibited by law or by the terms of any such license or agreement, whether now existing or entered into in the future, and (y) Bank to have the ability in the event of a liquidation of any Collateral to dispose of such Collateral in accordance with Bank's rights and obligations specified in the Agreement.
8.8. The Assignee understands and is informed that Mintos remedies under this Agreement and the other Loan Originator are not obliged to disclose to the Assignee the information and/or documents related to the enforcement of the Collateral (if any) and/or other debt collection proceedings against the Borrower. The Assignee shall not make any complaints against Mintos, the Loan Originator and the Borrower in this regardDocuments.
Appears in 1 contract
Collateral. 8.1. This Section shall be applicable if Borrower has good title to, rights in, or the power to transfer each item of the Collateral is expressly indicated among upon which it purports to ▇▇▇▇▇ ▇ ▇▇▇▇ hereunder, free and clear of any and all Liens except Permitted Liens. Except as permitted under Section 6.8, Borrower has no domestic Deposit Accounts other information about than the Claim Deposit Accounts with Bank or the Deposit Accounts, if any described in the Portal.
8.2Perfection Certificate delivered to Bank in connection herewith, or of which Borrower has given Bank notice and, to the extent required herein, taken such actions as are necessary to give Bank a perfected security interest therein. The Loan Originator along with Accounts are bona fide, existing obligations of the Claim shall Account Debtors. The Collateral is not transfer in the possession of any third party bailee (such as a warehouse) except as otherwise provided in the Perfection Certificate. In the event that Borrower, after the date hereof, intends to store or otherwise deliver any portion of the Collateral in excess of One Million Dollars ($1,000,000) to a bailee, then Borrower will first receive the written consent of Bank and such bailee must execute and deliver a bailee agreement in form and substance satisfactory to Bank in its reasonable discretion. Borrower is the sole owner of the Intellectual Property which it owns or purports to own except for (a) non-exclusive licenses granted to its customers in the ordinary course of business, (b) over-the-counter software that is commercially available to the Assignee all rights related thereto public, and existing at (c) material Intellectual Property licensed to Borrower and noted on the moment Perfection Certificate. Each Patent which it owns or purports to own and which is material to Borrower's business is valid and enforceable, and no part of the assignment arising from the CollateralIntellectual Property which Borrower owns or purports to own and which is material to Borrower's business has been judged invalid or unenforceable, in whole or in part. The Assignee understands To Borrower's knowledge, no claim has been made that by assignment any part of the Claim security interest incorporated Intellectual Property included in the Collateral violates the rights of any third party except to the extent such claim would not have a material adverse effect on Borrower's business. Except as noted on the Perfection Certificate, Borrower is not re-registered in favour of the Assignee and remains registered in favour of the Loan Originatora party to, nor is it bound by, any Restricted License.
8.3. The Loan Originator handles all matters related to Collateral, including the registration, amending and cancellation of mortgages and commercial pledges, including submits and receives all necessary documents in the respective pledge registers.
8.4. The Assignee understands and agrees that the Loan Originator during the validity term of the Agreement without a prior coordination with the Assignee may make any amendments or sign any additional agreements to the Collateral documentation. The Assignee shall recognize such amendments to Collateral documents or additional agreements as binding and not make any complaints in this regard. The Loan Originator undertakes by making amendments or signing additional agreements to the Collateral documents to act in the interests of the Assignee with due care.
8.5. The Loan Originator shall keep all Collateral documentation and originals of the documents related to the registration of the pledge, including the land register certificate and the deed of commercial pledge registration. The Assignee understands and is informed that the Loan Originator has an obligation to ensure the confidentiality of the Borrowers’ personal data, therefore the Loan Originator shall not issue the documents related to the registration of pledge or their derivatives to the Assignee.
8.6. The Loan Originator by fulfilling the task provided by the Assignee pursuant to the Agreement has the right to sell the Collateral or a part thereof pursuant to the Collateral documentation.
8.7. The Assignee has an obligation immediately, but not later than within 5 (five) Business Days from the receipt of Mintos or the Loan Originator’s request to provide Mintos or the Loan Originator with all necessary authority, consents and permits for Mintos or the Loan Originator to be able to execute the rights and obligations specified in the Agreement.
8.8. The Assignee understands and is informed that Mintos and the Loan Originator are not obliged to disclose to the Assignee the information and/or documents related to the enforcement of the Collateral (if any) and/or other debt collection proceedings against the Borrower. The Assignee shall not make any complaints against Mintos, the Loan Originator and the Borrower in this regard.
Appears in 1 contract
Collateral. 8.1. This Section shall be applicable if the The Collateral is expressly indicated among other information about owned by the Claim Borrower free and clear of any Lien, except as provided herein, and the Agent for the benefit of Secured Parties has a valid and perfected first priority security interest in the Portal.
8.2. The Loan Originator along with the Claim shall not transfer to the Assignee all rights related thereto and existing at the moment of the assignment arising from the Collateral. The Assignee understands that by assignment No effective financing statement or other instrument similar in effect covering any Collateral is on file in any recording office except such as has been filed in favor of the Claim security interest incorporated Agent relating to this Agreement. Representations and Warranties of UPAC. UPAC (individually and as Servicer hereunder), in order to induce the Lender and the Agent to enter into this Agreement and the other Transaction Documents, represents and warrants to each of them as follows: Organization and Good Standing. UPAC has been duly organized and is validly existing as a corporation in good standing under the laws of the State of Missouri, with power and authority to own its properties and to conduct its business as such properties are presently owned and such business is presently conducted, and had at all relevant times, and now has, all necessary power, authority, and legal right to acquire, own, dispose of, and service the Pool Receivables. Due Qualification. UPAC is duly qualified to do business as a foreign corporation in good standing, and has obtained all necessary approvals, in all jurisdictions in which the ownership or lease of property or the conduct of its business (including, without limitation, such business as a "premium finance company") requires such qualification or approvals. Power and Authority: Due Authorization. UPAC has (i) duly authorized by all necessary action, and has all necessary power, authority and legal right to (A) execute and deliver this Agreement, the Purchase and Sale Agreement and the other Transaction Documents to which it is a party, (B) carry out the terms of the Transaction Documents, (C) sell and assign the Receivables on the terms and conditions provided in the Collateral Purchase and Sale Agreement and (D) service the Receivables on the terms and conditions herein provided and (ii) has duly authorized by all necessary corporate action the execution, delivery and performance of this Agreement, the Purchase and Sale Agreement and the other Transaction Documents on the terms and conditions herein provided. Binding Obligations. This Agreement constitutes, and each other Transaction Document to be signed by UPAC when duly executed and delivered will constitute, a legal, valid and binding obligation of UPAC enforceable in accordance with its terms, except as enforceability may be limited by bankruptcy, insolvency, reorganization, or other similar laws affecting the enforcement of creditors' rights generally and by general principles of equity, regardless of whether such enforceability is not re-registered considered in favour a proceeding in equity or at law. No Violation. The consummation of the Assignee transactions contemplated by this Agreement, the Purchase and remains registered in favour Sale Agreement and the other Transaction Documents and the fulfillment of the Loan Originator.
8.3. The Loan Originator handles all matters related terms hereof and thereof will not conflict with, result in any breach of any of the terms and provisions of, or constitute (with or without notice or lapse of time) a default under, the articles of incorporation or by-laws of UPAC, or any indenture, loan agreement, mortgage, deed of trust, receivables purchase or other securitization agreement or other agreement or instrument to Collateralwhich UPAC is a party or by which it is bound, including the registration, amending and cancellation of mortgages and commercial pledges, including submits and receives all necessary documents or result in the respective pledge registers.
8.4. The Assignee understands and agrees that the Loan Originator during the validity term creation or imposition of the Agreement without a prior coordination with the Assignee may make any amendments or sign Lien upon any additional agreements to the Collateral documentation. The Assignee shall recognize such amendments to Collateral documents or additional agreements as binding and not make any complaints in this regard. The Loan Originator undertakes by making amendments or signing additional agreements to the Collateral documents to act in the interests of the Assignee with due care.
8.5. The Loan Originator shall keep all Collateral documentation and originals of the documents related to the registration of the pledge, including the land register certificate and the deed of commercial pledge registration. The Assignee understands and is informed that the Loan Originator has an obligation to ensure the confidentiality of the Borrowers’ personal data, therefore the Loan Originator shall not issue the documents related to the registration of pledge or their derivatives to the Assignee.
8.6. The Loan Originator by fulfilling the task provided by the Assignee its properties pursuant to the terms of any such indenture, loan agreement, mortgage, deed of trust, receivables purchase agreement or other securitization agreement or other agreement or instrument, other than this Agreement has and the right Purchase and Sale Agreement, or violate any law or any order, rule, or regulation applicable to sell UPAC or (except for Adverse Determinations disclosed in writing to Borrower, the Collateral Agent and Lender as assignees of UPAC and except as described in Schedule 6.02(e)) of any court or a part thereof pursuant of any federal or state regulatory body, administrative agency, or other governmental instrumentality having jurisdiction over UPAC (or Lender, the Agent and Borrower as assignees of UPAC) or any of its properties. No Proceedings. There are no proceedings or investigations pending, or threatened, against UPAC or its Affiliates, or any other Person, before any court, regulatory body, administrative agency, or other tribunal or governmental instrumentality (A) asserting the invalidity of this Agreement, the Purchase and Sale Agreement or any other Transaction Document, (B) seeking to prevent the Collateral documentation.
8.7. The Assignee has an obligation immediatelyconsummation of any of the transactions contemplated by this or any other Transaction Document, but not later than within 5 (fiveC) Business Days from seeking any determination or ruling that might adversely affect (i) the receipt performance by UPAC or Servicer of Mintos its obligations under this Agreement, or (ii) the validity or enforceability of this Agreement, the Purchase and Sale Agreement, any other Transaction Document, the Receivables or the Loan Originator’s request Contracts or (D) seeking to provide Mintos or adversely affect the Loan Originator with all necessary authority, consents and permits for Mintos or the Loan Originator to be able to execute the rights and obligations specified in the Agreement.
8.8. The Assignee understands and is informed that Mintos and the Loan Originator are not obliged to disclose to the Assignee the information and/or documents related to the enforcement federal income tax attributes of the Collateral (if any) and/or transactions contemplated hereunder. Government Approvals. No authorization or approval or other debt collection proceedings against action by, and no notice to or filing with, any governmental authority or regulatory body is required for the Borrower. The Assignee shall not make any complaints against Mintosdue execution, delivery and performance by UPAC of this Agreement, the Loan Originator Purchase and Sale Agreement or any other Transaction Document except for the Borrower filing of the UCC Financing Statements referred to in this regard.Article V, all of which, at the time required in Article V,
Appears in 1 contract
Sources: Loan and Security Agreement (Transfinancial Holdings Inc)
Collateral. 8.1. This Section shall be applicable if Borrower has good title to, has rights in, or the power to transfer each item of the Collateral is expressly indicated among upon which it purports to ▇▇▇▇▇ ▇ ▇▇▇▇ hereunder, free and clear of any and all Liens except Permitted Liens. As of the Effective Date, Borrower has no deposit accounts other information about than the Claim deposit accounts with Bank, the deposit accounts, if any described in the Portal.
8.2Perfection Certificate delivered to Bank in connection herewith, or of which Borrower has given Bank notice and taken such actions as are necessary to give Bank a perfected security interest therein. The Loan Originator along with the Claim shall not transfer to the Assignee all rights related thereto and Accounts are bona fide, existing at the moment obligations of the assignment arising from the CollateralAccount Debtors. The Assignee understands that by assignment of the Claim security interest incorporated in the Collateral is not re-registered in favour the possession of any third party bailee (such as a warehouse) except as otherwise provided in the Perfection Certificate or with respect to any location for which the Borrower has complied with the provisions of Section 7.2. None of the Assignee and remains registered in favour of the Loan Originator.
8.3. The Loan Originator handles all matters related to Collateral, including the registration, amending and cancellation of mortgages and commercial pledges, including submits and receives all necessary documents in the respective pledge registers.
8.4. The Assignee understands and agrees that the Loan Originator during the validity term of the Agreement without a prior coordination with the Assignee may make any amendments or sign any additional agreements to the Collateral documentation. The Assignee shall recognize such amendments to Collateral documents or additional agreements as binding and not make any complaints in this regard. The Loan Originator undertakes by making amendments or signing additional agreements to the Collateral documents to act in the interests of the Assignee with due care.
8.5. The Loan Originator shall keep all Collateral documentation and originals of the documents related to the registration of the pledge, including the land register certificate and the deed of commercial pledge registration. The Assignee understands and is informed that the Loan Originator has an obligation to ensure the confidentiality of the Borrowers’ personal data, therefore the Loan Originator shall not issue the documents related to the registration of pledge or their derivatives to the Assignee.
8.6. The Loan Originator by fulfilling the task provided by the Assignee pursuant to the Agreement has the right to sell the Collateral or a part thereof pursuant to the Collateral documentation.
8.7. The Assignee has an obligation immediately, but not later than within 5 (five) Business Days from the receipt of Mintos or the Loan Originator’s request to provide Mintos or the Loan Originator with all necessary authority, consents and permits for Mintos or the Loan Originator to be able to execute the rights and obligations specified in the Agreement.
8.8. The Assignee understands and is informed that Mintos and the Loan Originator are not obliged to disclose to the Assignee the information and/or documents related to the enforcement components of the Collateral shall be maintained at locations other than as provided in the Perfection Certificate or as permitted pursuant to Section 7.2. All Inventory is in all material respects of good and marketable quality, free from material defects. Borrower is the sole owner of the Intellectual Property which it owns or purports to own except for (if anya) and/or other debt collection proceedings against non-exclusive licenses granted to its customers in the ordinary course of business, (b) over-the-counter software that is commercially available to the public, and (c) material Intellectual Property licensed to Borrower and noted on the Perfection Certificate. Each Patent which it owns or purports to own and which is material to Borrower’s business is valid and enforceable, and no part of the Intellectual Property which Borrower owns or purports to own and which is material to Borrower’s business has been judged invalid or unenforceable, in whole or in part. The Assignee shall To the best of Borrower’s knowledge, no claim has been made that any part of the Intellectual Property violates the rights of any third party, except to the extent such claim would not make reasonably be expected to have a material adverse effect on Borrower’s business. Except as noted on the Perfection Certificate, as of the Effective Date, Borrower is not a party to, nor is it bound by, any complaints against Mintos, the Loan Originator and the Borrower in this regardRestricted License.
Appears in 1 contract
Collateral. 8.1Borrower has good title to the Collateral, free of Liens except Permitted Liens. This Section shall be applicable if Borrower has no deposit account other than the Collateral is expressly indicated among other information about the Claim deposit accounts with Bank and deposit accounts described in the Portal.
8.2Perfection Certificate delivered to Bank in connection herewith. The Loan Originator along with the Claim shall not transfer to the Assignee all rights related thereto and existing at the moment of the assignment arising from the Collateral. The Assignee understands that by assignment of the Claim security interest incorporated in the Collateral is not re-registered in favour the possession of any third party bailee (such as a warehouse). Except as hereafter disclosed to Bank in writing by Borrower, none of the Assignee and remains registered in favour of the Loan Originator.
8.3. The Loan Originator handles all matters related to Collateral, including the registration, amending and cancellation of mortgages and commercial pledges, including submits and receives all necessary documents in the respective pledge registers.
8.4. The Assignee understands and agrees that the Loan Originator during the validity term of the Agreement without a prior coordination with the Assignee may make any amendments or sign any additional agreements to the Collateral documentation. The Assignee shall recognize such amendments to Collateral documents or additional agreements as binding and not make any complaints in this regard. The Loan Originator undertakes by making amendments or signing additional agreements to the Collateral documents to act in the interests of the Assignee with due care.
8.5. The Loan Originator shall keep all Collateral documentation and originals of the documents related to the registration of the pledge, including the land register certificate and the deed of commercial pledge registration. The Assignee understands and is informed that the Loan Originator has an obligation to ensure the confidentiality of the Borrowers’ personal data, therefore the Loan Originator shall not issue the documents related to the registration of pledge or their derivatives to the Assignee.
8.6. The Loan Originator by fulfilling the task provided by the Assignee pursuant to the Agreement has the right to sell the Collateral or a part thereof pursuant to the Collateral documentation.
8.7. The Assignee has an obligation immediately, but not later than within 5 (five) Business Days from the receipt of Mintos or the Loan Originator’s request to provide Mintos or the Loan Originator with all necessary authority, consents and permits for Mintos or the Loan Originator to be able to execute the rights and obligations specified in the Agreement.
8.8. The Assignee understands and is informed that Mintos and the Loan Originator are not obliged to disclose to the Assignee the information and/or documents related to the enforcement components of the Collateral (if any) and/or shall be maintained at locations other debt collection proceedings against than as provided in the Perfection Certificate. In the event that Borrower, after the date hereof, intends to store or otherwise deliver any portion of the Collateral to a bailee, then Borrower will first receive the written consent of Bank and such bailee must acknowledge in writing that the bailee is holding such Collateral for the benefit of Bank. The Assignee shall not make All Inventory is in all material respects of good and marketable quality, free from material defects. Borrower is the sole owner of its intellectual property, except for non-exclusive licenses granted to its customers or entered into with licensors in the ordinary course of business, and except for intellectual property that Borrower has licensed from others on a non-exclusive basis, or except where there is a co-inventor that shares Borrower’s patent rights. Each Patent is valid and enforceable and no part of the Intellectual Property has been judged invalid or unenforceable, in whole or in part, and to the best of Borrower’s knowledge, no claim has been made that any complaints against Mintos, part of the Loan Originator and Intellectual Property violates the Borrower in this regardrights of any third party.
Appears in 1 contract
Collateral. 8.1Borrower has good title to the Collateral, free of Liens except Permitted Liens. This Section shall be applicable if Borrower has no deposit account, other than the Collateral is expressly indicated among other information about the Claim deposit accounts with Lenders and deposit accounts described in the Portal.
8.2Perfection Certificate delivered to Agent in connection herewith or of which Borrower has given Agent written notice and taken such actions as are necessary to give Agent a perfected security interest for the benefit of Lenders. To the extent claimed as Eligible Accounts in any Borrowing Base Certificate, the Accounts are bona fide, existing obligations, and the service or property has been performed or delivered to the account debtor or its agent for immediate shipment to and unconditional acceptance by the account debtor. Borrower has no knowledge of any actual or imminent Insolvency Proceeding of any Account Debtor whose accounts are an Eligible Account in any Borrowing Base Certificate. The Loan Originator along with the Claim shall not transfer to the Assignee all rights related thereto and existing at the moment of the assignment arising from the Collateral. The Assignee understands that by assignment of the Claim security interest incorporated in the Collateral is not re-registered in favour the possession of any third party bailee (such as a warehouse). Except as hereafter disclosed to the Lenders in writing by Borrower, none of the Assignee and remains registered in favour of the Loan Originator.
8.3. The Loan Originator handles all matters related to Collateral, including the registration, amending and cancellation of mortgages and commercial pledges, including submits and receives all necessary documents in the respective pledge registers.
8.4. The Assignee understands and agrees that the Loan Originator during the validity term of the Agreement without a prior coordination with the Assignee may make any amendments or sign any additional agreements to the Collateral documentation. The Assignee shall recognize such amendments to Collateral documents or additional agreements as binding and not make any complaints in this regard. The Loan Originator undertakes by making amendments or signing additional agreements to the Collateral documents to act in the interests of the Assignee with due care.
8.5. The Loan Originator shall keep all Collateral documentation and originals of the documents related to the registration of the pledge, including the land register certificate and the deed of commercial pledge registration. The Assignee understands and is informed that the Loan Originator has an obligation to ensure the confidentiality of the Borrowers’ personal data, therefore the Loan Originator shall not issue the documents related to the registration of pledge or their derivatives to the Assignee.
8.6. The Loan Originator by fulfilling the task provided by the Assignee pursuant to the Agreement has the right to sell the Collateral or a part thereof pursuant to the Collateral documentation.
8.7. The Assignee has an obligation immediately, but not later than within 5 (five) Business Days from the receipt of Mintos or the Loan Originator’s request to provide Mintos or the Loan Originator with all necessary authority, consents and permits for Mintos or the Loan Originator to be able to execute the rights and obligations specified in the Agreement.
8.8. The Assignee understands and is informed that Mintos and the Loan Originator are not obliged to disclose to the Assignee the information and/or documents related to the enforcement components of the Collateral shall be maintained at locations other than as provided in the Perfection Certificate (if anyexcept Collateral may be maintained at customer locations in the ordinary course of business). Borrower may maintain Inventory and Equipment with third parties provided that (i) and/or other debt collection proceedings against the value of such Inventory and Equipment does not exceed $500,000 in aggregate at any time (not including Inventory and Equipment at customer locations in the ordinary course of business), and (ii) Borrower provides Agent, within thirty (30) days of the end of each quarter, a written summary of the location of such Inventory and Equipment (not including Inventory and Equipment at customer locations in the ordinary course of business). In the event that Borrower, after the date hereof, intends to store or otherwise deliver any portion of the Collateral to a bailee, then Borrower will first receive the written consent of Lenders and such bailee must acknowledge in writing that the bailee is holding such Collateral for the benefit of Agent and Lenders. The Assignee shall Borrower is the sole owner of the Intellectual Property, except for licenses granted to its customers in the ordinary course of business. To Borrower’s knowledge, each Patent is valid and enforceable and no part of the Intellectual Property has been judged invalid or unenforceable, in whole or in part, and no claim has been made that any part of the Intellectual Property violates the rights of any third party, except to the extent such claim could not make any complaints against Mintos, the Loan Originator and the Borrower in this regardreasonably be expected to have a material adverse effect on Borrower’s business or operations.
Appears in 1 contract
Collateral. 8.1. This Section shall be applicable if Borrower has good title to, has rights in, and the power to transfer each item of the Collateral is expressly indicated among upon which it purports to ▇▇▇▇▇ ▇ ▇▇▇▇ hereunder, free and clear of any and all Liens except Permitted Liens. Borrower has no deposit accounts other information about than the Claim deposit accounts with Collateral Agent, the deposit accounts, if any, described in the Portal.
8.2Perfection Certificate delivered to Collateral Agent in connection herewith, or of which Borrower has given Collateral Agent notice and taken such actions as are necessary to give Collateral Agent a perfected security interest therein. The Loan Originator along with the Claim shall not transfer to the Assignee all rights related thereto and existing at the moment of the assignment arising from the Collateral. The Assignee understands that by assignment of the Claim security interest incorporated in the Collateral is not re-registered in favour the possession of any third party bailee (such as a warehouse) except as otherwise provided in the Perfection Certificate. None of the Assignee and remains registered in favour components of the Loan Originator.
8.3. The Loan Originator handles all matters related to Collateral, including the registration, amending and cancellation of mortgages and commercial pledges, including submits and receives all necessary documents Collateral shall be maintained at locations other than as provided in the respective pledge registers.
8.4Perfection Certificate or as permitted pursuant to Section 7.2. The Assignee understands and agrees In the event that Borrower, after the Loan Originator during the validity term date hereof, intends to store or otherwise deliver any portion of the Agreement without Collateral to a prior coordination with bailee, then Borrower will first receive the Assignee may make any amendments or sign any additional agreements to the written consent of Collateral documentation. The Assignee shall recognize Agent and such amendments bailee must execute and deliver a bailee agreement in form and substance satisfactory to Collateral documents Agent. All Financed Equipment is new, except for such Financed Equipment that has been disclosed in writing to Collateral Agent by Borrower as “used” and that Lenders, in their reasonable discretion, in accordance with standard business practices, have agreed to finance. All Inventory is in all material respects of good and marketable quality, free from material defects. Except as noted on the Perfection Certificate, Borrower is not a party to, nor is bound by, any material license or additional agreements as binding and not make other agreement with respect to which Borrower is a licensee that (a) prohibits or otherwise restricts Borrower from granting a security interest in Borrower’s interest in such license or agreement or any complaints in this regard. The Loan Originator undertakes by making amendments other property, or signing additional agreements to the (b) for which a default under or termination of could interfere with Collateral documents to act in the interests of the Assignee with due care.
8.5. The Loan Originator shall keep all Collateral documentation and originals of the documents related to the registration of the pledge, including the land register certificate and the deed of commercial pledge registration. The Assignee understands and is informed that the Loan Originator has an obligation to ensure the confidentiality of the Borrowers’ personal data, therefore the Loan Originator shall not issue the documents related to the registration of pledge or their derivatives to the Assignee.
8.6. The Loan Originator by fulfilling the task provided by the Assignee pursuant to the Agreement has the Agent’s right to sell the any Collateral. Borrower shall provide written notice to Collateral Agent within ten (10) days of entering or becoming bound by any such license or agreement which is reasonably likely to have a part thereof pursuant material impact on Borrower’s business or financial condition (other than over-the-counter software that is commercially available to the public). Borrower shall take such steps as Collateral documentation.
8.7. The Assignee has an obligation immediatelyAgent reasonably requests to obtain the consent of, but not later than within 5 or waiver by, any person whose consent or waiver is necessary for (fivex) Business Days from the receipt of Mintos all such licenses or the Loan Originator’s request to provide Mintos or the Loan Originator with all necessary authority, consents and permits for Mintos or the Loan Originator agreements to be able deemed “Collateral” and for Collateral Agent to execute have a security interest in it that might otherwise be restricted or prohibited by law or by the terms of any such license or, whether now existing or entered into in the future, and (y) Collateral Agent shall have the ability in the event of a liquidation of any Collateral to dispose of such Collateral in accordance with Collateral Agent’s rights and obligations specified in the Agreement.
8.8. The Assignee understands and is informed that Mintos remedies under this Agreement and the other Loan Originator are not obliged to disclose to the Assignee the information and/or documents related to the enforcement of the Collateral (if any) and/or other debt collection proceedings against the Borrower. The Assignee shall not make any complaints against Mintos, the Loan Originator and the Borrower in this regardDocuments.
Appears in 1 contract
Sources: Loan and Security Agreement (Complete Genomics Inc)
Collateral. 8.1. This Section shall be applicable if A. Except as otherwise provided herein, the Collateral is expressly indicated among other information about the Claim in the Portal.
8.2. The Loan Originator along with the Claim shall not transfer to the Assignee all rights related thereto and existing at the moment of the assignment arising from the Collateral. The Assignee understands that by assignment of the Claim security interest incorporated in the Collateral is not re-registered in favour of the Assignee and remains registered in favour terms of the Loan OriginatorDocuments remain in full force. In the event of a conflict, the terms of this Settlement Agreement shall prevail over the terms of the Loan Documents.
8.3B. The Defendants further acknowledge the continued effectiveness and validity of any and all security interests granted to UBS Bank under the Loan Documents, including, but not limited to, UBS Bank’s first priority lien and security interest in the assets held in Account Nos. XL-02340 and XL-09158, including, but not limited to, the LIQD Stock that Ferdinand Holdings, LLC maintains at UBS Financial Services Inc.
C. Simultaneously with the execution of this Settlement Agreement, ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ shall execute and deliver to UBS Bank the Security Agreement attached hereto as EXHIBIT K, pursuant to which ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ shall assign, transfer and pledge to UBS Bank, and grant to UBS Bank a first priority lien and security interest in, any and all assets held in any and all accounts that she maintains at UBS Financial Services Inc., including, but not limited to, any assets held in Account No. EX-03407, including, but not limited to, the AAPL Stock.
D. Subject to and pending the Defendants’ satisfaction of their payment obligations under Paragraph 1 of this Settlement Agreement, UBS Bank agrees from the Effective Date of this Settlement Agreement to July 6, 2015 (the “Forbearance Period”) to forbear from exercising its rights and remedies under the Loan Documents, including, but not limited to, its right to liquidate the LIQD Stock and the AAPL Stock and set-off the proceeds of the liquidation against the outstanding Loan Balance. The Defendants shall not withdraw any assets held in Account Nos. XL-02340, XL-09158 and/or EX-03407 during the Forbearance Period. If the Defendants fail to timely satisfy any of the payment obligations set forth in Paragraph 1 of this Settlement Agreement, the Forbearance Period shall terminate immediately, and UBS Bank shall have the right, in its sole and absolute discretion, to, among other things, liquidate the LIQD Stock and the AAPL Stock and set-off the proceeds of the liquidation against the outstanding Loan Originator handles all matters related to CollateralBalance, including the registration, amending and cancellation of mortgages and commercial pledges, including submits and receives all necessary documents in the respective pledge registersmanner set forth below in Paragraph 3(G).
8.4E. Notwithstanding Paragraph 3(D) of this Settlement Agreement, and irrespective of whether the Defendants have complied with their payment obligations under Paragraph 1 of this Settlement Agreement, in the event that the intra-day and/or opening or closing per-share price of Liquid Holdings Group, Inc., as listed on the NASDAQ stock market, is at or below $1.10, the Forbearance Period shall terminate immediately, and UBS Bank shall have the right, in its sole and absolute discretion, to, among other things, liquidate the LIQD Stock and the AAPL Stock and set-off the proceeds of the liquidation against the outstanding Loan Balance, in the manner set forth below in Paragraph 3(G).
F. Simultaneously with the execution of this Settlement Agreement, the Defendants shall execute and deliver to UBS Bank documents to effect any sale of the stock of Liquid Holdings Group, Inc. pursuant to this Settlement Agreement, in the forms collectively attached hereto as EXHIBIT L. Following the execution of this Settlement Agreement, and upon the request of UBS Bank, the Defendants shall execute and deliver to UBS Bank any further documentation, including, but not limited to, stock powers and any documentation required to be executed and/or filed with the Securities and Exchange Commission pursuant to Rule 144 of the Securities Act of 1933, that UBS Bank may deem required to effect any sale of the stock Liquid Holdings Group, Inc.
G. In the event that (i) the Defendants default on any of the payment obligations required by Paragraph 1 of this Settlement Agreement, or (ii) the intra-day and/or opening or closing per-share price of Liquid Holdings Group, Inc., as listed on the NASDAQ stock market, is at or below $1.10, and UBS Bank exercises its rights under the Loan Documents and/or herein to liquidate the assets held in Account Nos. XL-02340, XL-09158 and/or EX-03407, UBS Bank shall first attempt, in its sole and absolute discretion, to satisfy the outstanding Loan Balance through the liquidation of the LIQD Stock and application of the proceeds to the outstanding Loan Balance. If, within five (5) business days following the date of the Defendants’ payment default under this Settlement Agreement, UBS Bank is unable to fully satisfy the outstanding Loan Balance through the liquidation of the LIQD Stock, UBS Bank, in its sole and absolute discretion, may at that time liquidate the AAPL Stock and apply the proceeds towards the satisfaction of the outstanding Loan Balance. All rights and remedies of UBS Bank under this Settlement Agreement are cumulative, and nothing contained in this Paragraph 3(G) shall limit and/or restrict UBS Bank’s right to file and record the Judgments as set forth in Paragraph 2 of this Settlement Agreement. The Assignee understands Defendants represent that Liquid Holdings Group, Inc. has imposed upon them, during the period beginning on April 18, 2014 through and agrees that including April 17, 2015, certain restrictions with respect to the transfer and/or sale of any of the Defendants’ shares of Liquid Holdings Group, Inc., including, but not limited to, the LIQD Shares (the “Lock-Up”). As set forth in the letter from Liquid Holdings Group, Inc. attached hereto as EXHIBIT M, Liquid Holdings Group, Inc. has agreed, as of September 16, 2014, to exempt 771,000 shares from the Lock-Up.
H. In the event that, on or before April 17, 2015, (i) the Defendants default on any of the payment obligations required by Paragraph 1 of this Settlement Agreement, or (ii) the intra-day and/or opening or closing per-share price of Liquid Holdings Group, Inc., as listed on the NASDAQ stock market, is at or below $1.10, and UBS Bank exercises its rights under the Loan Originator during Documents and/or herein to liquidate the validity term assets held in Account Nos. XL-02340, XL-09158 and/or EX-03407, the Defendants shall use their best efforts to have the remainder of their shares released from the Lock-Up. In connection with any sale of any of the Agreement without a assets held in Account Nos. XL-02340, XL-09158 and/or EX-03407, including, but not limited to, the LIQD Stock and/or the AAPL Stock, by UBS Bank pursuant to this Settlement Agreement, neither UBS Bank nor any of its affiliates shall be liable to any of the Defendants in any way for any adverse consequences (for tax effect or otherwise) resulting from the liquidation of appreciated or depreciated assets. Without limiting the generality of the foregoing, the sale may be made in UBS Bank’s sole and absolute discretion by public sale on any exchange or market where business is then usually transacted or by private sale, and UBS Bank or any of its affiliates may be the purchaser at any public or private sale. ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ hereby represents and warrants that he has obtained the prior coordination with the Assignee may make consent of Liquid Holdings Group, Inc., if necessary, for UBS Bank to take any amendments or sign any additional agreements action contemplated by this Settlement Agreement, subject to the Collateral documentation. The Assignee remaining Lock-Up restrictions, which are addressed above and which Ferdinand shall recognize such amendments use best efforts to Collateral documents or additional agreements have released as binding and not make necessary to effectuate any complaints liquidation required to meet the payment obligations in this regard. The Loan Originator undertakes by making amendments or signing additional agreements to Settlement Agreement.
I. Tax Payment Carve-Out: Upon the Collateral documents to act in the interests Defendants’ timely satisfaction of all of the Assignee with due care.
8.5. The Loan Originator payments set forth in Paragraphs 1(A) through 1(D) of this Settlement Agreement, the Defendants shall keep all Collateral documentation and originals of the documents related to the registration of the pledge, including the land register certificate and the deed of commercial pledge registration. The Assignee understands and is informed that the Loan Originator has an obligation to ensure the confidentiality of the Borrowers’ personal data, therefore the Loan Originator shall not issue the documents related to the registration of pledge or their derivatives to the Assignee.
8.6. The Loan Originator by fulfilling the task provided by the Assignee pursuant to the Agreement has have the right to sell up to (but no more than) 200,000 shares of Liquid Holdings Group, Inc. stock held in Account No. XL-02340 and/or XL-09158 and withdraw the Collateral or a part thereof pursuant to proceeds of said sale, net of any applicable sales commission, for the Collateral documentation.
8.7. The Assignee has an obligation immediatelysole purpose of paying any outstanding taxes, but not later than within 5 (five) Business Days from provided however, no such sale shall be permitted herein unless, at the receipt of Mintos or time the Loan Originator’s request to provide Mintos or sale is requested by the Loan Originator with all necessary authority, consents and permits for Mintos or the Loan Originator to be able to execute the rights and obligations specified in the Agreement.
8.8. The Assignee understands and is informed that Mintos and the Loan Originator are not obliged to disclose to the Assignee the information and/or documents related to the enforcement of the Collateral (if any) and/or other debt collection proceedings against the Borrower. The Assignee shall not make any complaints against MintosDefendants, the Loan Originator and intra-day per-share price of Liquid Holdings Group, Inc., as listed on the Borrower in this regardNASDAQ stock market, is at or above $1.25.
Appears in 1 contract
Collateral. 8.1. This Section shall be applicable if Borrower has good title to, has rights in, and the power to transfer each item of the Collateral is expressly indicated among upon which it purports to ▇▇▇▇▇ ▇ ▇▇▇▇ hereunder, free and clear of any and all Liens except Permitted Liens. Borrower has no Deposit Accounts other information about than the Claim Deposit Accounts with Bank, the Deposit Accounts, if any, described in the Portal.
8.2Perfection Certificate delivered to Bank in connection herewith, or of which Borrower has given Bank notice and taken such actions as are necessary to give Bank a perfected security interest therein. The Loan Originator along with the Claim shall not transfer to the Assignee all rights related thereto and existing at the moment of the assignment arising from the Collateral. The Assignee understands that by assignment of the Claim security interest incorporated in the Collateral is not re-registered in favour the possession of any third party bailee locations in the United States (such as a warehouse) except as otherwise provided in the Perfection Certificate. None of the Assignee and remains registered in favour of the Loan Originator.
8.3. The Loan Originator handles all matters related to Collateral, including the registration, amending and cancellation of mortgages and commercial pledges, including submits and receives all necessary documents in the respective pledge registers.
8.4. The Assignee understands and agrees that the Loan Originator during the validity term of the Agreement without a prior coordination with the Assignee may make any amendments or sign any additional agreements to the Collateral documentation. The Assignee shall recognize such amendments to Collateral documents or additional agreements as binding and not make any complaints in this regard. The Loan Originator undertakes by making amendments or signing additional agreements to the Collateral documents to act in the interests of the Assignee with due care.
8.5. The Loan Originator shall keep all Collateral documentation and originals of the documents related to the registration of the pledge, including the land register certificate and the deed of commercial pledge registration. The Assignee understands and is informed that the Loan Originator has an obligation to ensure the confidentiality of the Borrowers’ personal data, therefore the Loan Originator shall not issue the documents related to the registration of pledge or their derivatives to the Assignee.
8.6. The Loan Originator by fulfilling the task provided by the Assignee pursuant to the Agreement has the right to sell the Collateral or a part thereof pursuant to the Collateral documentation.
8.7. The Assignee has an obligation immediately, but not later than within 5 (five) Business Days from the receipt of Mintos or the Loan Originator’s request to provide Mintos or the Loan Originator with all necessary authority, consents and permits for Mintos or the Loan Originator to be able to execute the rights and obligations specified in the Agreement.
8.8. The Assignee understands and is informed that Mintos and the Loan Originator are not obliged to disclose to the Assignee the information and/or documents related to the enforcement components of the Collateral (if any) and/or shall be maintained at locations other debt collection proceedings against than as provided in the Perfection Certificate or as Borrower has given Bank notice pursuant to Section 7.2. In the event that Borrower, after the date hereof, intends to store or otherwise deliver any portion of the Collateral to a bailee located within the United States, then Borrower will first receive the written consent of Bank and such bailee must execute and deliver a bailee agreement in form and substance satisfactory to Bank in its sole discretion. The Assignee shall Borrower is the owner or licensee of its intellectual property except as previously disclosed to Bank and except for non-exclusive licenses granted to its customers in the ordinary course of business. Each patent is valid and enforceable, and no part of the intellectual property has been judged invalid or unenforceable, in whole or in part, and to the best of Borrower's knowledge, no claim has been made that any part of the intellectual property violates the rights of any third party except to the extent such claim could not make any complaints against Mintos, the Loan Originator and the Borrower in this regardreasonably be expected to have a material adverse effect on Borrower's business.
Appears in 1 contract
Sources: Loan and Security Agreement (Centillium Communications Inc)
Collateral. 8.1. This Section shall be applicable if Borrower has good title to, has rights in, and the power to transfer each item of the Collateral is expressly indicated among upon which it purports to ▇▇▇▇▇ ▇ ▇▇▇▇ hereunder, free and clear of any and all Liens except Permitted Liens. Borrower has no deposit and securities accounts other information about than the Claim deposit accounts described in the Portal.
8.2Perfection Certificate, or of which Borrower has given Lender notice and taken such actions as are necessary to give Lender a perfected security interest therein. The Loan Originator along with the Claim shall not transfer to the Assignee all rights related thereto and existing at the moment of the assignment arising from the Collateral. The Assignee understands that by assignment of the Claim security interest incorporated in the Collateral is not re-registered in favour the possession of any third party bailee (such as a warehouse) except as otherwise provided in the Perfection Certificate. None of the Assignee and remains registered in favour components of the Loan Originator.
8.3. The Loan Originator handles all matters related to Collateral, including the registration, amending and cancellation Collateral in excess of mortgages and commercial pledges, including submits and receives all necessary documents $25,000 per location shall be maintained at locations other than as provided in the respective pledge registers.
8.4Perfection Certificate or as Borrower has given Lender notice pursuant to Section 7.2. The Assignee understands and agrees In the event that Borrower, after the Loan Originator during the validity term date hereof, intends to store or otherwise deliver any portion of the Agreement without Collateral in excess of $25,000 per location to a prior coordination bailee, then Borrower will first receive the written consent of Lender and such bailee must execute and deliver a bailee agreement in form and substance satisfactory to Lender. All Inventory is in all material respects of good and marketable quality, free from material defects. Except as noted on the Perfection Certificate, Borrower is not a party to, nor is bound by, any material license or other agreement with the Assignee may make respect to which Borrower is a licensee that (a) prohibits or otherwise restricts Borrower from granting a security interest in Borrower's interest in such license or agreement or any amendments other property, or sign any additional agreements to the Collateral documentation. The Assignee shall recognize such amendments to Collateral documents (b) for which a default under or additional agreements as binding and not make any complaints in this regard. The Loan Originator undertakes by making amendments or signing additional agreements to the Collateral documents to act in the interests termination of the Assignee could interfere with due care.
8.5. The Loan Originator shall keep all Collateral documentation and originals of the documents related to the registration of the pledge, including the land register certificate and the deed of commercial pledge registration. The Assignee understands and is informed that the Loan Originator has an obligation to ensure the confidentiality of the Borrowers’ personal data, therefore the Loan Originator shall not issue the documents related to the registration of pledge or their derivatives to the Assignee.
8.6. The Loan Originator by fulfilling the task provided by the Assignee pursuant to the Agreement has the Lender's right to sell the Collateral any Collateral. Borrower shall provide written notice to Lender within ten (10) days of entering or becoming bound by any such license or agreement which is reasonably likely to have a part thereof pursuant material impact on Borrower's business or financial condition (other than over-the-counter software that is commercially available to the Collateral documentation.
8.7public). The Assignee has an obligation immediatelyBorrower shall take such steps as Lender requests to obtain the consent of, but not later than within 5 or waiver by, any person whose consent or waiver is necessary for (fivex) Business Days from the receipt of Mintos all such licenses or the Loan Originator’s request to provide Mintos or the Loan Originator with all necessary authority, consents and permits for Mintos or the Loan Originator agreements to be able deemed "Collateral" and for Lender and each Lender to execute have a security interest in it that might otherwise be restricted or prohibited by law or by the terms of any such license or, whether now existing or entered into in the future, and (y) Lender shall have the ability in the event of a liquidation of any Collateral to dispose of such Collateral in accordance with Lender's rights and obligations specified in the Agreement.
8.8. The Assignee understands and is informed that Mintos remedies under this Agreement and the other Loan Originator are not obliged to disclose to the Assignee the information and/or documents related to the enforcement of the Collateral (if any) and/or other debt collection proceedings against the Borrower. The Assignee shall not make any complaints against Mintos, the Loan Originator and the Borrower in this regardDocuments.
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Sources: Loan and Security Agreement (Metabasis Therapeutics Inc)
Collateral. 8.1. This Section shall be applicable if Each Borrower has good title to, has rights in, and the power to transfer each item of the Collateral is expressly indicated among upon which it purports to ▇▇▇▇▇ ▇ ▇▇▇▇ hereunder, free and clear of any and all Liens except Permitted Liens. None of the Borrowers, Parent or any of Parent’s Domestic Subsidiaries have any deposit accounts other information about than the Claim deposit accounts with Bank, the deposit accounts, if any, described in the Portal.
8.2Perfection Certificates of Borrowers and Parent that were delivered to Bank in connection herewith, or of which Borrowers have given Bank notice and taken such actions as are necessary to give Bank a perfected security interest therein (subject to Section 6.6 hereof). The Loan Originator along with the Claim shall not transfer to the Assignee all rights related thereto and Accounts are bona fide, existing at the moment obligations of the assignment arising from the CollateralAccount Debtors. The Assignee understands that by assignment of the Claim security interest incorporated in the Collateral is not re-registered in favour the possession of any third party bailee (such as a warehouse) except as otherwise provided in the Perfection Certificate. None of the Assignee and remains registered in favour components of the Loan Originator.
8.3Collateral (other than Inventory in the possession of consignees of such Inventory and Trunk Inventory) shall be maintained at locations other than as provided in the Perfection Certificate or new locations of Borrowers within the United States for which Borrowers have given Bank 30 days’ prior written notice. The Loan Originator handles In the event that any Borrower, after the date hereof, intends to store or otherwise deliver any portion of the Collateral to a bailee, then Borrowers will first receive the written consent of Bank and such bailee must execute and deliver a bailee agreement in form and substance satisfactory to Bank in its sole discretion. All Financed Equipment is new, except for such Financed Equipment that has been disclosed in writing to Bank by Borrowers as “used”. All Inventory is in all matters related material respects of good and marketable quality, free from material defects. Each Borrower, Parent and each of Parent’s Subsidiaries is the sole owner of its intellectual property, except for non-exclusive licenses granted to Collateralits customers in the ordinary course of business. Each patent is valid and enforceable to the best of each Borrower’s knowledge, and no part of such intellectual property has been judged invalid or unenforceable, in whole or in part, and to the best of each Borrower’s knowledge, except as may be set forth in a schedule hereto, no claim has been made that any part of such intellectual property violates the rights of any third party except to the extent such claim could not reasonably be expected to have a material adverse effect on any Borrower’s or Parent’s business. Except as noted on the Perfection Certificate, neither any Borrower nor Parent nor any Subsidiary of Parent is a party to, nor is bound by, any material license or other agreement with respect to which such Person is the licensee, including the registration, amending and cancellation of mortgages and commercial pledges, including submits and receives all necessary documents in the respective pledge registers.
8.4. The Assignee understands and agrees that the Loan Originator during the validity term of the Agreement without limitation any material license or agreement (a) for which a prior coordination default under or termination could interfere with the Assignee may make any amendments or sign any additional agreements to the Collateral documentation. The Assignee shall recognize such amendments to Collateral documents or additional agreements as binding and not make any complaints in this regard. The Loan Originator undertakes by making amendments or signing additional agreements to the Collateral documents to act in the interests of the Assignee with due care.
8.5. The Loan Originator shall keep all Collateral documentation and originals of the documents related to the registration of the pledge, including the land register certificate and the deed of commercial pledge registration. The Assignee understands and is informed that the Loan Originator has an obligation to ensure the confidentiality of the Borrowers’ personal data, therefore the Loan Originator shall not issue the documents related to the registration of pledge or their derivatives to the Assignee.
8.6. The Loan Originator by fulfilling the task provided by the Assignee pursuant to the Agreement has the right to sell Collateral, or (b) that prohibits or otherwise restricts such Person from granting a security interest in such Person’s interest in such license or agreement or any other property. Borrowers shall provide written notice to Bank within ten (10) days of any such Person entering or becoming bound by any such license or agreement (other than over-the-counter software that is commercially available to the public). Each Borrower shall take such steps as Bank requests to obtain the consent of, or waiver by, any person whose consent or waiver is necessary for Bank to have the ability in the event of a liquidation of the Collateral or a part thereof pursuant to dispose of the Collateral documentation.
8.7. The Assignee has an obligation immediately, but not later than within 5 (five) Business Days from the receipt of Mintos or the Loan Originatorin accordance with Bank’s request to provide Mintos or the Loan Originator with all necessary authority, consents and permits for Mintos or the Loan Originator to be able to execute the rights and obligations specified in the Agreement.
8.8. The Assignee understands and is informed that Mintos remedies under this Agreement and the Loan Originator are not obliged to disclose to the Assignee the information and/or documents related to the enforcement of the Collateral (if any) and/or other debt collection proceedings against the Borrower. The Assignee shall not make any complaints against Mintos, the Loan Originator and the Borrower in this regardDocuments.
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