Encumbrance. Create, incur, allow, or suffer any Lien on any of its property, or assign or convey any right to receive income, including the sale of any Accounts, or permit any of its Subsidiaries to do so, except for Permitted Liens, permit any Collateral not to be subject to the first priority security interest granted herein (subject to Liens described in clause (c) of the definition of “Permitted Liens”), or enter into any agreement, document, instrument or other arrangement (except with or in favor of Bank) with any Person which directly or indirectly prohibits or has the effect of prohibiting Borrower or any Subsidiary from assigning, mortgaging, pledging, granting a security interest in or upon, or encumbering any of Borrower’s or any Subsidiary’s Intellectual Property in favor of Bank, except in connection with a Transfer that is otherwise permitted in Section 7.1 hereof and the definition of “Permitted Liens” herein.
Appears in 3 contracts
Sources: Loan and Security Agreement (Gigamon LLC), Loan and Security Agreement (Gigamon LLC), Loan and Security Agreement (Gigamon LLC)
Encumbrance. Create, incur, allow, or suffer to exist any Lien on any of its property, or assign or convey any right to receive income, including the sale of any Accounts, or permit any of its Subsidiaries to do so, in each case as to the foregoing except for Permitted Liens, permit any Collateral not to be subject to the first priority security interest granted herein (subject to Liens described in clause (c) of the definition of “herein, other than Permitted Liens”), or enter into any agreement, document, instrument or other arrangement (except with or in favor of Bank) with any Person which directly or indirectly prohibits or has the effect of prohibiting Borrower or any Subsidiary from assigning, mortgaging, pledging, granting a security interest in or upon, or encumbering any of Borrower’s or any Subsidiary’s Intellectual Property in favor of BankProperty, except in connection with a Transfer that as is otherwise permitted in Section 7.1 6.1 hereof and the definition of “Permitted Liens” herein.
Appears in 3 contracts
Sources: Loan and Security Agreement (SI-BONE, Inc.), Loan and Security Agreement (SI-BONE, Inc.), Loan and Security Agreement (SI-BONE, Inc.)
Encumbrance. Create, incur, allow, or suffer any Lien (other than Permitted Liens) on any of its property, or assign or convey any right to receive income, including the sale of any Accounts, or permit any of its Subsidiaries to do so, except for Permitted Liens, . Borrower shall not permit any Collateral not to be subject to any Liens other than the first priority security interest granted herein (subject to Liens described in clause (c) of the definition of “or Permitted Liens”), or enter into any agreement, document, instrument or other arrangement (except with or in favor of BankBank except as otherwise permitted herein) with any Person which directly or indirectly prohibits or has the effect of prohibiting Borrower or any Subsidiary from assigning, mortgaging, pledging, granting a security interest in or upon, or encumbering any of Borrower’s or any Subsidiary’s Intellectual Property in favor of BankProperty, except in connection with a Transfer that as is otherwise described in the Perfection Certificate, permitted in Section 7.1 hereof and in the definition of “Permitted Liens” herein.
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)
Encumbrance. Create, incur, allow, or suffer any Lien on any of its propertythe Collateral, or assign or convey any right to receive income, including the sale of any Accounts, or permit any of its Subsidiaries to do so, except for Permitted Liens, permit any Collateral not to be subject to the first priority security interest granted herein (subject only to Permitted Liens described in clause (c) of the definition of “Permitted Liens”that may have superior priority to Bank’s Lien under this Agreement), or enter into any agreement, document, instrument or other arrangement (except with or in favor of Bank) with any Person which directly or indirectly prohibits or has the effect of prohibiting Borrower or any Subsidiary from assigning, mortgaging, pledging, granting a security interest in or upon, or encumbering any of Borrower’s or any Subsidiary’s Intellectual Property in favor of BankProperty, except in connection with a Transfer that as is otherwise permitted in Section 7.1 hereof and the definition of “Permitted Liens” herein.
Appears in 3 contracts
Sources: Loan and Security Agreement, Loan and Security Agreement (Splunk Inc), Loan and Security Agreement (Splunk Inc)
Encumbrance. Create, incur, allow, or suffer any Lien on any of its property, or assign or convey any right to receive income, including the sale of any Accounts, or permit any of its Subsidiaries to do so, except for Permitted Liens, ; permit any Collateral not to be subject to the first priority security interest granted herein (subject to except for such purchase money Liens described in under clause (c) of the definition of “Permitted Liens”), ; or enter into any agreement, document, instrument or other arrangement (except with or in favor of Bank) with any Person which that directly or indirectly prohibits prohibits, or has the effect of prohibiting prohibiting, Borrower or any Subsidiary from assigning, mortgaging, pledging, granting a security interest in or upon, or encumbering any of Borrower’s or any Subsidiary’s Intellectual Property in favor of BankProperty, except in connection with a Transfer that as is otherwise permitted in Section 7.1 hereof and the definition of “Permitted LiensLien” herein.
Appears in 2 contracts
Sources: Loan and Security Agreement (Ignyta, Inc.), Loan and Security Agreement (Ignyta, Inc.)
Encumbrance. Create, incur, allow, or suffer any Lien on any of its property, or assign or convey any right to receive income, including the sale of any Accounts, or permit any of its Subsidiaries to do so, except for Permitted Liens, permit any Collateral not to be subject to the first priority security interest granted herein (subject only to Permitted Liens described in clause (cthat may have superior priority to Lender’s Lien under this Agreement) of the definition of “Permitted Liens”), or enter into any agreement, document, instrument or other arrangement (except with or in favor of BankLender) with any Person which directly or indirectly prohibits or has the effect of prohibiting Borrower or any Subsidiary from assigning, mortgaging, pledging, granting a security interest in or upon, or encumbering any of Borrower’s or any Subsidiary’s Intellectual Property in favor of BankProperty, except in connection with a Transfer that as is otherwise permitted in Section 7.1 hereof and the definition of “Permitted Liens” herein.
Appears in 2 contracts
Sources: Loan and Security Agreement (Channeladvisor Corp), Loan and Security Agreement (Channeladvisor Corp)
Encumbrance. Create, incur, allow, or suffer any Lien on any of its propertythe Collateral, or assign or convey any right to receive income, including the sale of any Accounts, or permit any of its Subsidiaries to do so, except for Permitted Liens, permit any Collateral not to be subject to the first priority security interest granted herein (subject other than as stated in the Asahi Intercreditor Agreement and other Permitted Liens which are entitled to Liens described in clause (cpriority) of the definition of “Permitted Liens”), or enter into any agreement, document, instrument or other arrangement (except with or in favor of BankBank or Asahi) with any Person which directly or indirectly prohibits or has the effect of prohibiting Borrower or any Subsidiary from assigning, mortgaging, pledging, granting a security interest in or upon, or encumbering any of Borrower’s or any Subsidiary’s Intellectual Property in favor of BankProperty, except in connection with a Transfer that as is otherwise permitted in Section 7.1 hereof and the definition of “Permitted Liens” herein.
Appears in 2 contracts
Sources: Loan and Security Agreement (NxStage Medical, Inc.), Loan and Security Agreement (NxStage Medical, Inc.)
Encumbrance. Create, incur, allow, or suffer any Lien on any of its property, or assign or convey any right to receive income, including the sale of any Accounts, or permit any of its Subsidiaries to do so, except for Permitted Liens, permit any Collateral not to be subject to the first priority security interest granted herein (subject to Permitted Liens described in clause (c) of which are permitted by the definition of “Permitted Liens”terms hereof to have priority over Bank’s Lien), or enter into any agreement, document, instrument or other arrangement (except with or in favor of Bank) with any Person which directly or indirectly prohibits or has the effect of prohibiting Borrower or any Subsidiary from assigning, mortgaging, pledging, granting a security interest in or upon, or encumbering any of Borrower’s or any Subsidiary’s Intellectual Property in favor of BankProperty, except in connection with a Transfer that as is otherwise permitted in Section 7.1 hereof and the definition of “Permitted Liens” herein.
Appears in 2 contracts
Sources: Loan and Security Agreement (Medallia, Inc.), Loan and Security Agreement (Medallia, Inc.)
Encumbrance. Create, incur, allow, or suffer any Lien (other than Permitted Liens) on any of its property, or assign or convey any right to receive income, including the sale of any Accounts, or permit any of its Subsidiaries to do so, except for Permitted Liens, . Borrower shall not permit any Collateral not to be subject to any Liens other than the first priority security interest granted herein (subject to Liens described in clause (c) of the definition of “or Permitted Liens”), or enter into any agreement, document, instrument or other arrangement (except with or in favor of BankBank except as otherwise permitted herein) with any Person which directly or indirectly prohibits or has the effect of prohibiting Borrower or any Subsidiary from assigning, mortgaging, pledging, granting a security interest in or upon, or encumbering any of Borrower’s or any Subsidiary’s Intellectual Property in favor of BankProperty, except in connection with a Transfer that as is otherwise permitted in Section 7.1 hereof and in the definition of “Permitted Liens” hereinherein or with respect to any Excluded Intellectual Property.
Appears in 2 contracts
Sources: Loan and Security Agreement (Aspen Aerogels Inc), Loan and Security Agreement (Aspen Aerogels Inc)
Encumbrance. Create, incur, allow, or suffer any Lien on any of its property, or assign or convey any right to receive income, including the sale of any Accounts, or permit any of its Subsidiaries or the Pledged Subsidiaries to do so, except for Permitted Liens, permit any Collateral not to be subject to the first priority security interest granted herein (subject to Liens described in clause (c) of or the definition of “Permitted Liens”)charges granted under the ISR Debentures, or enter into any agreement, document, instrument or other arrangement (except with or in favor of Bank) with any Person which directly or indirectly prohibits or has the effect of prohibiting Borrower or any Subsidiary or the Pledged Subsidiaries from assigning, mortgaging, pledging, granting a security interest in or upon, or encumbering any of Borrower’s or any Subsidiary’s or the Pledged Subsidiaries’ Intellectual Property in favor of BankProperty, except in connection with a Transfer that as is otherwise permitted in Section 7.1 hereof and the definition of “Permitted Liens” herein.
Appears in 2 contracts
Sources: Loan and Security Agreement (Tufin Software Technologies Ltd.), Loan and Security Agreement (Tufin Software Technologies Ltd.)
Encumbrance. Create, incur, allow, or suffer any Lien on any of its property, or assign or convey any right to receive income, including the sale of any Accounts, or permit any of its Subsidiaries to do so, except for Permitted Liens, or permit any Collateral not to be subject to the first priority security interest granted herein (which Collateral may be subject to Liens described in clause (c) of the definition of “Permitted Liens”), or enter into any agreement, document, instrument or other arrangement (except with or in favor of BankAgent for the benefit of Lenders) with any Person which directly or indirectly prohibits or has the effect of prohibiting Borrower or any Subsidiary from assigning, mortgaging, pledging, granting a security interest in or upon, or encumbering any of Borrower’s or any Subsidiary’s Intellectual Property in favor of BankProperty, except in connection with a Transfer that as is otherwise permitted in Section 7.1 hereof and the definition of “Permitted Liens” herein.
Appears in 2 contracts
Sources: Loan and Security Agreement (Chimerix Inc), Loan and Security Agreement (Chimerix Inc)
Encumbrance. Create, incur, allow, or suffer any Lien on any of its property, or assign or convey any right to receive income, including the sale of any Accounts, or permit any of its Subsidiaries to do so, except for Permitted Liens, permit any Collateral not to be subject to the first priority security interest granted herein (subject to except for Liens described in permitted under clause (c) of the definition of “Permitted Liens”), or enter into any agreement, document, instrument or other arrangement (except with or in favor of Bank) with any Person which directly or indirectly prohibits or has the effect of prohibiting Borrower or any Subsidiary from assigning, mortgaging, pledging, granting a security interest in or upon, or encumbering any of Borrower’s or any Subsidiary’s Intellectual Property in favor of BankProperty, except in connection with a Transfer that as is otherwise permitted in Section 7.1 hereof and the definition of “Permitted Liens” herein.
Appears in 2 contracts
Sources: Loan and Security Agreement (Magnite, Inc.), Loan and Security Agreement (Rubicon Project, Inc.)
Encumbrance. Create, incur, allow, or suffer any Lien on any of its property, or assign or convey any right to receive income, including the sale of any Accounts, or permit any of its Subsidiaries to do so, except for Permitted Liens, permit any Collateral not to be subject to the first priority security interest granted herein (subject to herein, except for Liens described in clause (c) of the definition of “Permitted Liens”), or enter into any agreement, document, instrument or other arrangement (except with or in favor of Bank) with any Person which directly or indirectly prohibits or has the effect of prohibiting Borrower or any Subsidiary from assigning, mortgaging, pledging, granting a security interest in or upon, or encumbering any of Borrower’s or any Subsidiary’s Intellectual Property in favor of BankProperty, except in connection with a Transfer that as is otherwise permitted in Section 7.1 hereof and the definition of “Permitted Liens” herein.
Appears in 2 contracts
Sources: Loan and Security Agreement (Ariosa Diagnostics, Inc.), Loan and Security Agreement (Ariosa Diagnostics, Inc.)
Encumbrance. Create, incur, allow, or suffer any Lien on any of its property, or assign or convey any right to receive income, including the sale of any Accounts, or permit any of its Subsidiaries to do so, except for Permitted Liens, permit any Collateral not to be subject to the first priority security interest granted herein (subject except for Permitted Liens that are permitted to Liens described in clause (c) of the definition of “Permitted Liens”have superior priority to Bank’s Lien under this Agreement), or enter into any agreement, document, instrument or other arrangement (except with or in favor of Bank) with any Person which directly or indirectly prohibits or has the effect of prohibiting Borrower or any Subsidiary from assigning, mortgaging, pledging, granting a security interest in or upon, or encumbering any of Borrower’s or any Subsidiary’s Intellectual Property in favor of BankProperty, except in connection with a Transfer that as is otherwise permitted in Section 7.1 hereof and the definition of “Permitted Liens” herein.
Appears in 2 contracts
Sources: Loan and Security Agreement (Instructure Inc), Loan and Security Agreement (Instructure Inc)
Encumbrance. Create, incur, allow, or suffer any Lien on any of its property, or assign or convey any right to receive income, including the sale of any Accounts, or permit any of its Subsidiaries to do so, except for Permitted Liens, permit any Collateral not to be subject to the first priority security interest granted herein (subject to herein, except for Permitted Liens described that may have priority as expressly permitted in clause (c) of the definition of “Permitted Liens”)this Agreement, or enter into any agreement, document, instrument or other arrangement (except with or in favor of Bank) with any Person which directly or indirectly prohibits or has the effect of prohibiting Borrower or any Subsidiary from assigning, mortgaging, pledging, granting a security interest in or upon, or encumbering any of Borrower’s or any Subsidiary’s Intellectual Property in favor of BankProperty, except in connection with a Transfer that as is otherwise permitted in Section 7.1 hereof and the definition of “Permitted Liens” herein.
Appears in 2 contracts
Sources: Loan and Security Agreement (Adaptive Insights Inc), Loan and Security Agreement (Adaptive Insights Inc)
Encumbrance. Create, incur, allow, or suffer any Lien on any of its propertyproperty (other than Liens on stock in favor of Borrower in connection with the cashless exercise of stock options or similar retention agreement), or assign or convey any right to receive income, including the sale of any Accounts, or permit any of its Subsidiaries to do so, except for Permitted Liens, permit any Collateral not to be subject to the first priority security interest granted herein (subject to Liens described in clause (c) of the definition of “Permitted Liens”)herein, or enter into any agreement, document, instrument or other arrangement (except with or in favor of Bank) with any Person which directly or indirectly prohibits or has the effect of prohibiting Borrower or any Subsidiary from assigning, mortgaging, pledging, granting a security interest in or upon, or encumbering any of Borrower’s or any Subsidiary’s Intellectual Property in favor of BankProperty, except in connection with a Transfer that as is otherwise permitted in Section 7.1 hereof and the definition of “Permitted Liens” herein.
Appears in 2 contracts
Sources: Senior Loan and Security Agreement (Appdynamics Inc), Senior Loan and Security Agreement (Appdynamics Inc)
Encumbrance. Create, incur, allow, or suffer any Lien on any of its property, or assign or convey any right to receive income, including the sale of any Accounts, or permit any of its Subsidiaries to do so, except for Permitted Liens, permit any Collateral not to be subject to the first priority security interest granted herein (subject except with respect to the HRP Liens described that are senior in clause (c) of priority in accordance with the definition of “Permitted Liens”Intercreditor Agreement), or enter into any agreement, document, instrument or other arrangement (except with or in favor of Bank) with any Person which directly or indirectly prohibits or has the effect of prohibiting Borrower or any Subsidiary from assigning, mortgaging, pledging, granting a security interest in or upon, or encumbering any of Borrower’s or any Subsidiary’s Intellectual Property in favor of Bank, except in connection with a Transfer that as is otherwise permitted in Section 7.1 hereof and the definition of “Permitted Liens” hereinherein and except for the HRP Loan Documents.
Appears in 1 contract
Sources: Loan Agreement (Invuity, Inc.)
Encumbrance. Create, incur, allow, or suffer any Lien on any of its property, or assign or convey any right to receive income, including the sale of any Accounts, or permit any of its Subsidiaries to do so, except for Permitted Liens, permit any Collateral not to be subject to the first priority security interest granted herein (subject except for Permitted Liens which are permitted to Liens described in clause (c) have a priority senior to that of the definition of “Permitted Liens”Bank), or enter into any agreement, document, instrument or other arrangement (except with or in favor of Bank) with any Person which directly or indirectly prohibits or has the effect of prohibiting Borrower or any Subsidiary from assigning, mortgaging, pledging, granting a security interest in or upon, or encumbering any of Borrower’s or any Subsidiary’s Intellectual Property in favor of BankProperty, except in connection with a Transfer that as is otherwise permitted in Section 7.1 hereof and the definition of “Permitted Liens” herein.
Appears in 1 contract
Encumbrance. (a) Create, incur, allow, or suffer any Lien on any of its property, or assign or convey any right to receive income, including the sale of any Accounts, or permit any of its Subsidiaries to do so, except for Permitted LiensLiens and non-exclusive licenses or distribution rights permitted under Section 7.1, (b) permit any Collateral not to be subject to the first priority security interest granted herein (subject to Liens described in clause herein, or (c) of the definition of “Permitted Liens”), or enter into any agreement, document, instrument or other arrangement (except with or in favor of BankAgent) with any Person which directly or indirectly prohibits or has the effect of prohibiting Borrower or any Subsidiary from assigning, mortgaging, pledging, granting a security interest in or upon, or (d) encumbering any of Borrower’s or any Subsidiary’s Intellectual Property in favor of BankProperty, except in connection with a Transfer that as is otherwise permitted in Section 7.1 hereof and the definition of “Permitted Liens” herein.
Appears in 1 contract
Encumbrance. CreateExcept for Permitted Liens, create, incur, allow, or suffer any Lien on any of its property, or permit any of its Subsidiaries to do so; except as permitted by Section 7.1, assign or convey any right to receive income, including the sale of any Accounts, or permit any of its Subsidiaries to do so, ; except for Permitted Liens, permit any Collateral not to be subject to the first priority security interest granted herein (subject to Liens described in clause (c) of the definition of “Permitted Liens”), herein; or enter into any agreement, document, instrument or other arrangement (except with or in favor of Bank) with any Person which directly or indirectly prohibits or has the effect of prohibiting Borrower or any Subsidiary from assigning, mortgaging, pledging, granting a security interest in or upon, or encumbering any of Borrower’s or any Subsidiary’s Intellectual Property in favor of BankProperty, except in connection with a Transfer that as is otherwise permitted in Section 7.1 hereof and the definition of “Permitted Liens” herein.
Appears in 1 contract
Encumbrance. Create, incur, allow, or suffer any Lien on any of its property, or assign or convey any right to receive income, including the sale of any Accounts, or permit any of its Subsidiaries to do so, except for Permitted Liens, or permit any Collateral not to be subject to the first priority security interest granted herein (subject except for Permitted Priority Liens or to Liens described the extent provided in clause (c) of the definition of “Permitted Liens”Agreed Security Principles), or enter into any agreement, document, instrument or other arrangement (except with or in favor of BankPurchaser Agent, for the benefit of the Secured Parties) with any Person which directly or indirectly prohibits or has the effect of prohibiting Borrower Parent, or any Subsidiary of its Subsidiaries, from assigning, mortgaging, pledging, granting a security interest in or upon, or encumbering any of Borrower’s or any Subsidiary’s Intellectual Property Collateral in favor of BankPurchaser Agent, for the benefit of the Purchasers, except in connection with a Transfer that for Permitted Negative Pledges and as is otherwise permitted in Section 7.1 hereof and the definition of “Permitted Liens” herein.
Appears in 1 contract
Encumbrance. Create, incur, allow, or suffer any Lien on any of its property, or assign or convey any right to receive income, including the sale of any Accounts, or permit any of its Subsidiaries to do so, except for Permitted Liens, permit any Collateral not to be subject to the first priority security interest granted herein (subject to Liens described in clause (c) of the definition of “Permitted Liens”)herein, or enter into any agreement, document, instrument or other arrangement (except with or in favor of BankCollateral Agent, for the ratable benefit of the Lenders, and Liens described in clause (c) of Permitted Liens) with any Person which directly or indirectly prohibits or has the effect of prohibiting Borrower or any Subsidiary from assigning, mortgaging, pledging, granting a security interest in or upon, or encumbering any of Borrower’s or any Subsidiary’s Intellectual Property in favor of BankProperty, except in connection with a Transfer that as is otherwise permitted in Section 7.1 hereof and the definition of “Permitted Liens” herein.
Appears in 1 contract
Sources: Loan and Security Agreement (Clearside Biomedical, Inc.)
Encumbrance. Create, incur, allow, or suffer to exist any Lien on any of its property, or assign or convey any right to receive income, including the sale of any Accounts, or permit any of its Subsidiaries to do so, except for Permitted Liens, permit any Collateral not to be subject to the first priority security interest granted herein (subject to except for Permitted Liens described in clause (c) that have priority over Bank's Lien as a matter of the definition of “Permitted Liens”law), or enter into any agreement, document, instrument or other arrangement (except with or in favor of Bank) with any Person which directly or indirectly prohibits or has the effect of prohibiting Borrower or any Subsidiary from assigning, mortgaging, pledging, granting a security interest in or upon, or encumbering any of Borrower’s or any Subsidiary’s Intellectual Property in favor of BankProperty, except in connection with a Transfer that as is otherwise permitted in Section 7.1 6.1 hereof and the definition of “Permitted Liens” herein.
Appears in 1 contract
Encumbrance. Create, incur, allow, or suffer any Lien on any of its property, or assign or convey any right to receive income, including the sale of any Accounts, or permit any of its Subsidiaries to do so, except for Permitted Liens, or permit any Collateral not to be subject to the first priority security interest granted herein (subject to Liens described in clause (c) of the definition of “except for Permitted Liens”), or enter into any agreement, document, instrument or other arrangement (except with or in favor of BankCollateral Agent, for the ratable benefit of the Lenders) with any Person which directly or indirectly prohibits or has the effect of prohibiting Borrower Borrower, or any Subsidiary of its Subsidiaries, from assigning, mortgaging, pledging, granting a security interest in or upon, or encumbering any of Borrower’s or any such Subsidiary’s Intellectual Property in favor of BankProperty, except in connection with a Transfer that as is otherwise permitted in Section 7.1 hereof and the definition of “Permitted Liens” herein.
Appears in 1 contract
Encumbrance. Create, incur, allow, or suffer allow any Lien on any of its property, or assign or convey any right to receive income, including the sale of any AccountsAccounts (other than the Biosense Accounts in accordance with the ▇▇▇▇▇ Loan Documents and the other ▇▇▇▇▇ Loan Priority Collateral), or permit any of its Subsidiaries to do so, ; except for Permitted Liens, Liens permit any Collateral not to be subject to the first priority security interest granted herein (subject to Liens described in clause (c) of the definition of “Permitted Liens”)herein, or enter into any agreement, document, instrument or other arrangement (except with or in favor of BankBank and/or ▇▇▇▇▇) with any Person which directly or indirectly prohibits or has the effect of prohibiting Borrower or any Subsidiary from assigning, mortgaging, pledging, granting a security interest in or upon, or encumbering any of Borrower’s or any Subsidiary’s Intellectual Property in favor of BankProperty, except in connection with a Transfer that as is otherwise permitted in Section 7.1 hereof and the definition of “Permitted LiensLien” herein.
Appears in 1 contract
Encumbrance. Create, incur, allow, or suffer allow any Lien on any of its property, or assign or convey any right to receive income, including the sale of any Accounts, or permit any of its Subsidiaries to do so, except for Permitted Liens, permit any Collateral not to be subject to the first priority security interest granted herein (subject only to Permitted Liens described in clause (c) of the definition of “Permitted Liens”that may have superior priority to Bank’s Lien under this Agreement), or enter into any agreement, document, instrument or other arrangement (except with or in favor of Bank) with any Person which directly or indirectly prohibits or has the effect of prohibiting Borrower or any Subsidiary from assigning, mortgaging, pledging, granting a security interest in or upon, or encumbering any of Borrower’s or any Subsidiary’s Intellectual Property in favor of Bankintellectual property, except in connection with a Transfer that for over-the-counter software and as is otherwise permitted in Section 7.1 hereof and the definition of “Permitted LiensLien” herein.
Appears in 1 contract
Encumbrance. Create, incur, allow, or suffer allow any Lien on any of its property, or assign or convey any right to receive income, including the sale of any Accounts, or permit any of its Subsidiaries to do so, except for Permitted Liens, permit any Collateral not to be subject to the first priority security interest granted herein (subject only to Permitted Liens described in clause (c) of the definition of “Permitted Liens”that may have superior priority to Bank’s Lien under this Agreement), or enter into any agreement, document, instrument or other arrangement (except with or in favor of Bank) with any Person which directly or indirectly prohibits or has the effect of prohibiting Borrower or any Subsidiary from assigning, mortgaging, pledging, granting a security interest in or upon, or encumbering any of Borrower’s or any Subsidiary’s Intellectual Property in favor of Bankintellectual property, except in connection with a Transfer that as is otherwise permitted in Section 7.1 hereof and the definition of “Permitted Liens” Lien herein.
Appears in 1 contract
Encumbrance. Create, incur, allow, or suffer any Lien on any of its property, property or assign or convey any right to receive income, including the sale of any Accounts, or permit any of its Subsidiaries to do so, except for Permitted Liens, permit any Collateral not to be subject to the first priority security interest granted herein (subject to except for such purchase money Liens described in under clause (c) of the definition of “Permitted Liens”), or enter into any agreement, document, instrument or other arrangement (except with or in favor of Bank) with any Person which directly or indirectly prohibits or has the effect of prohibiting Borrower or any Subsidiary from assigning, mortgaging, pledging, granting a security interest in or upon, or encumbering any of Borrower’s or any Subsidiary’s Intellectual Property in favor of BankProperty, except in connection with a Transfer that as is otherwise permitted in Section 7.1 hereof and the definition of “Permitted Liens” herein.
Appears in 1 contract
Sources: Loan and Security Agreement (Infinity Oil & Gas Co)
Encumbrance. Create, incur, allow, or suffer any Lien on any of its property, or assign or convey any right to receive income, including the sale of any Accounts, or permit any of its Subsidiaries to do so, except for Permitted Liens, or permit any Collateral not to be subject to the first priority security interest granted herein (subject to Permitted Liens described in clause (c) of the definition of “Permitted Liens”that are permitted to have superior priority to Bank’s Lien), or enter into any agreement, document, instrument or other arrangement (except with or in favor of Bank) with any Person which directly or indirectly prohibits or has the effect of prohibiting Borrower or any Subsidiary from assigning, mortgaging, pledging, granting a security interest in or upon, or encumbering any of Borrower’s or any Subsidiary’s Intellectual Property in favor of Bankintellectual property, except in connection with a Transfer that as is otherwise permitted in Section 7.1 hereof and the definition of “Permitted Liens” herein.
Appears in 1 contract
Encumbrance. Create, incur, allow, or suffer allow any Lien on any of its propertythe Collateral, or assign or convey any right to receive income, including the sale of any Accounts, or permit any of its Subsidiaries to do so, except for Permitted Liens, permit any Collateral not to be subject to the first priority security interest granted herein (subject to Liens described in clause (c) of the definition of “Permitted Liens”)herein. Borrower shall not sell, transfer, assign, mortgage, pledge, lease, grant a security interest in, or encumber, or enter into any agreement, document, instrument or other arrangement (except with or in favor of BankLenders) with any Person which directly or indirectly prohibits or has the effect of prohibiting Borrower or any Subsidiary from selling, transferring, assigning, mortgaging, pledging, leasing, granting a security interest in or upon, or encumbering any of Borrower’s or any Subsidiary’s Intellectual Property in favor of Bankintellectual property, except in connection with a Transfer that is otherwise for Transfers permitted in under Section 7.1 hereof and the definition of “Permitted Liens” herein7.1(d) or 7.1(e) hereof.
Appears in 1 contract
Sources: Loan and Security Agreement (Zonare Medical Systems Inc)
Encumbrance. Create, incur, allow, or suffer any Lien on any of its property, or assign or convey any right to receive income, including the sale of any Accounts, or permit any of its Subsidiaries to do so, except for Permitted Liens, permit any Collateral not to be subject to the first priority security interest granted herein (subject except for Permitted Liens that are permitted to Liens described in clause (c) of the definition of “Permitted Liens”have superior priority to Bank’s Lien under this Agreement), or enter into any agreement, document, instrument or other arrangement (except with or in favor of Bank) with any Person which directly or indirectly prohibits or has the effect of prohibiting Borrower or any Subsidiary from assigning, mortgaging, pledging, granting a security interest in or upon, or encumbering any of Borrower’s or any Subsidiary’s Intellectual Property in favor of BankProperty, except in connection with a Transfer that as is otherwise permitted in Section 7.1 hereof and the definition of “Permitted Liens” herein.
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Encumbrance. Create, incur, allow, or suffer any Lien on any of its property, or assign or convey any right to receive income, including the sale of any Accounts, or permit any of its Subsidiaries to do so, except for Permitted Liens, permit any Collateral not to be subject to the first priority security interest granted herein (subject to Permitted Liens described that may have priority over Bank’s Lien in clause (c) of the definition of “Permitted Liens”Collateral in accordance with applicable law), or enter into any agreement, document, instrument or other arrangement (except with or in favor of Bank) with any Person which directly or indirectly prohibits or has the effect of prohibiting any Co-Borrower or any Subsidiary from assigning, mortgaging, pledging, granting a security interest in or upon, or encumbering any of a Co-Borrower’s or any Subsidiary’s Intellectual Property in favor of BankProperty, except in connection with a Transfer that as is otherwise permitted in Section 7.1 hereof and the definition of “Permitted Liens” herein.
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Encumbrance. Create, incur, allow, or suffer allow any Lien on any of its property, or assign or convey any right to receive income, including the sale of any Accounts, or permit any of its Subsidiaries to do so, except for Permitted Liens, permit any Collateral not to be subject to the first priority security interest granted herein (subject only to Permitted Liens described in clause (c) of the definition of “Permitted Liens”that may have superior priority to Bank’s Lien under this Agreement), or enter into any agreement, document, instrument or other arrangement (except with or in favor of Bank) with any Person which directly or indirectly prohibits or has the effect of prohibiting any Borrower or any Subsidiary from assigning, mortgaging, pledging, granting a security interest in or upon, or encumbering any of such Borrower’s or any Subsidiary’s Intellectual Property in favor of Bankintellectual property, except in connection with a Transfer that as is otherwise permitted in Section 7.1 hereof and the definition of “Permitted LiensLien” herein.
Appears in 1 contract
Sources: Loan and Security Agreement (Covad Communications Group Inc)
Encumbrance. Create, incur, allow, or suffer any Lien on any of its property, or assign or convey any right to receive income, including the sale of any Accounts, or permit any of its Subsidiaries to do so, except for Permitted Liens, permit any Collateral not to be subject to the first priority security interest granted herein (subject to Liens described in clause (c) of the definition of “Permitted Liens”that are permitted to have superior priority to Bank’s Lien under this Agreement), or enter into any agreement, document, instrument or other arrangement (except with or in favor of Bank) with any Person which directly or indirectly prohibits or has the effect of prohibiting any Borrower or any Subsidiary from assigning, mortgaging, pledging, granting a security interest in or upon, or encumbering any of the Collateral or any of such Borrower’s or any Subsidiary’s Intellectual Property in favor of BankProperty, except in connection with a Transfer that as is otherwise permitted in Section 7.1 hereof and the definition of “Permitted Liens” herein.
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Encumbrance. Create, incur, allow, or suffer any Lien on any of its property, property or assign or convey any right to receive income, including the sale of any Accounts, or permit any of its Subsidiaries (other than F▇▇▇▇ or any Subsidiary of F▇▇▇▇, for which this Section 7.5 shall be inapplicable) to do so, except for Permitted Liens, permit any Collateral not to be subject to the first priority security interest granted herein (subject to Liens described in clause (c) of the definition of “Permitted Liens”)herein, or enter into any agreement, document, instrument or other arrangement (except with or in favor of BankLender) with any Person which directly or indirectly prohibits or has the effect of prohibiting Borrower or any Subsidiary from assigning, mortgaging, pledging, granting a security interest in or upon, or encumbering any of Borrower’s or any Subsidiary’s Intellectual Property in favor of BankProperty, except in connection with a Transfer that as is otherwise permitted in Section 7.1 hereof and the definition of “Permitted Liens” herein.
Appears in 1 contract
Sources: Loan and Security Agreement (Real Goods Solar, Inc.)
Encumbrance. Create, incur, allow, or suffer any Lien on any of its property, or assign or convey any right to receive income, including the sale of any Accounts, or permit any of its Subsidiaries to do so, except for Permitted Liens, or permit any Collateral not to be subject to the first priority security interest granted herein (subject except for Permitted Liens that are permitted by the terms of this agreement to Liens described in clause (c) of the definition of “Permitted Liens”have priority to Agent’s Lien), or enter into any agreement, document, instrument or other arrangement (except with or in favor of BankAgent) with any Person which directly or indirectly prohibits or has the effect of prohibiting Borrower or any Subsidiary from assigning, mortgaging, pledging, granting a security interest in or upon, or encumbering any of Borrower’s or any Subsidiary’s Intellectual Property in favor of BankProperty, except in connection with a Transfer that as is otherwise permitted in Section 7.1 hereof and the definition of “Permitted Liens” herein.
Appears in 1 contract
Sources: Loan and Security Agreement (Tetraphase Pharmaceuticals Inc)
Encumbrance. Create, incur, allow, or suffer any Lien on any of its property, or assign or convey any right to receive income, including the sale of any Accounts, or permit any of its Subsidiaries to do so, except for Permitted Liens, permit any Collateral not to be subject to the first priority security interest granted herein (subject to Liens described in clause (c) of the definition of “Permitted Liens”,” if any), or enter into any agreement, document, instrument or other arrangement (except with or in favor of Bank) with any Person which directly or indirectly prohibits or has the effect of prohibiting Borrower or any Subsidiary from assigning, mortgaging, pledging, granting a security interest in or upon, or encumbering any of Borrower’s or any Subsidiary’s Intellectual Property in favor of BankProperty, except in connection with a Transfer that as is otherwise permitted in Section 7.1 hereof and the definition of “Permitted Liens” herein.
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Encumbrance. Create, incur, allow, or suffer any Lien on any of its property, or assign or convey any right to receive income, including the sale of any Accounts, or permit any of its Subsidiaries to do so, except for Permitted Liens, or permit any Collateral not to be subject to the first priority security interest granted herein (subject to Liens described in clause (c) of the definition of “except for Permitted Liens”), or enter into any agreement, document, instrument or other arrangement (except with or in favor of BankCollateral Agent, for the ratable benefit of the Lenders) with any Person which directly or indirectly prohibits or has the effect of prohibiting Borrower Borrower, or any Subsidiary of its Subsidiaries, from assigning, mortgaging, pledging, granting a security interest in or upon, or encumbering any of Borrower’s or any such Subsidiary’s Intellectual Property in favor of BankProperty, except in connection with a Transfer that as is otherwise permitted in Section 7.1 hereof and the definition of except for “Permitted Liens” herein”.
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Encumbrance. Create, incur, allow, or suffer any Lien on any of its property, or assign or convey any right to receive income, including the sale of any Accounts, or permit any of its Subsidiaries to do so, except for Permitted Liens, or permit any Collateral not to be he subject to the first priority security interest granted herein (subject to Permitted Liens described in clause (c) of the definition of “Permitted that are permitted to have priority over Bank’s Liens”), or enter into any agreement, document, instrument or other arrangement (except with or in favor of Bank) with any Person which directly or indirectly prohibits or has the effect of prohibiting Borrower or any Subsidiary from assigning, mortgaging, pledging, granting a security interest in or upon, or encumbering any of Borrower’s or any Subsidiary’s Intellectual Property in favor of Bankintellectual property, except in connection with a Transfer that as is otherwise permitted in Section 7.1 hereof and the definition of “Permitted Liens” herein.
Appears in 1 contract
Sources: Loan and Security Agreement (Everyday Health, Inc.)
Encumbrance. Create, incur, allow, or suffer any Lien on any of its property, or assign or convey any right to receive income, including the sale of any Accounts, or permit any of its Subsidiaries to do so, except for Permitted Liens, or permit any Collateral not to be subject to the first priority security interest granted herein (subject other than with respect to Permitted Liens described in clause (c) of the definition of “Permitted Liens”that are permitted to have superior priority to Bank’s Lien), or enter into any agreement, document, instrument or other arrangement (except with or in favor of Bank) with any Person which directly or indirectly prohibits or has the effect of prohibiting Borrower or any Subsidiary from assigning, mortgaging, pledging, granting a security interest in or upon, or encumbering any of Borrower’s or any Subsidiary’s Intellectual Property in favor of Bankintellectual property, except in connection with a Transfer that as is otherwise permitted in Section 7.1 hereof and the definition of “Permitted Liens” herein.
Appears in 1 contract
Encumbrance. Create, incur, allow, or suffer any Lien on any of its property, or assign or convey any right to receive income, including the sale of any Accounts, or permit any of its Subsidiaries to do so, except for Permitted Liens, and licenses permitted under Section 7.1, or permit any Collateral not to be subject to the first priority security interest granted herein (which Collateral may be subject to Liens described in clause (c) of the definition of “Permitted Liens”), or enter into any agreement, document, instrument or other arrangement (except with or in favor of BankCollateral Agent or any Lender) with any Person which directly or indirectly prohibits or has the effect of prohibiting Borrower or any Subsidiary from assigning, mortgaging, pledging, granting a security interest in or upon, or encumbering any of Borrower’s or any Subsidiary’s Intellectual Property in favor of BankProperty, except in connection with a Transfer that as is otherwise permitted in Section 7.1 hereof and the definition of “Permitted Liens” herein.
Appears in 1 contract
Sources: Loan and Security Agreement (Somaxon Pharmaceuticals, Inc.)
Encumbrance. Create, incur, allow, or suffer any Lien on any of its property, or assign or convey any right to receive income, including the sale of any Accounts, or permit any of its Subsidiaries to do so, except for Permitted Liens, permit any Collateral not to be subject to the first priority security interest granted herein (subject herein, except for Permitted Liens that are permitted to Liens described have superior priority to Bank’s Lien in clause (c) of the definition of “Permitted Liens”)this Agreement, or enter into any agreement, document, instrument or other arrangement (except with or in favor of Bank) with any Person which directly or indirectly prohibits or has the effect of prohibiting Borrower or any Subsidiary from assigning, mortgaging, pledging, granting a security interest in or upon, or encumbering any of Borrower’s or any Subsidiary’s Intellectual Property in favor of Bank, except in connection with a Transfer that as is otherwise permitted in Section 7.1 hereof and the definition of “Permitted Liens” herein.
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Encumbrance. Create, incur, allow, or suffer any Lien on any of its property, or assign or convey any right to receive income, including the sale of any Accounts, or permit any of its Subsidiaries to do so, except for Permitted LiensLiens and exclusive licenses permitted under Section 7.1, or permit any Collateral not to be subject to the first priority security interest granted herein (which Collateral may be subject to Liens described in clause (c) of the definition of “Permitted Liens”), or enter into any agreement, document, instrument or other arrangement (except with or in favor of BankAgent) with any Person which directly or indirectly prohibits or has the effect of prohibiting Borrower or any Subsidiary from assigning, mortgaging, pledging, granting a security interest in or upon, or encumbering any of Borrower’s or any Subsidiary’s Intellectual Property in favor of Bankintellectual property, except in connection with a Transfer that as is otherwise permitted in Section 7.1 hereof and the definition of “Permitted Liens” herein.
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Encumbrance. Create, incur, allow, or suffer any Lien on any of its property, property or assign or convey any right to receive income, including the sale of any Accounts, or permit any of its Subsidiaries (other than ▇▇▇▇▇ or any Subsidiary of ▇▇▇▇▇, for which this Section 7.5 shall be inapplicable) to do so, except for Permitted Liens, permit any Collateral not to be subject to the first priority security interest granted herein (subject to Liens described in clause (c) of the definition of “Permitted Liens”)herein, or enter into any agreement, document, instrument or other arrangement (except with or in favor of Bank) with any Person which directly or indirectly prohibits or has the effect of prohibiting Borrower or any Subsidiary from assigning, mortgaging, pledging, granting a security interest in or upon, or encumbering any of Borrower’s or any Subsidiary’s Intellectual Property in favor of BankProperty, except in connection with a Transfer that as is otherwise permitted in Section 7.1 hereof and the definition of “Permitted Liens” herein.
Appears in 1 contract
Sources: Loan and Security Agreement (Real Goods Solar, Inc.)
Encumbrance. Create, incur, allow, or suffer allow any Lien on any of its property, or assign or convey any right to receive income, including the sale of any Accounts, or permit any of its Subsidiaries to do so, except for Permitted Liens, permit any Collateral not to be subject to the first priority security interest granted herein (subject only to Permitted Liens described in clause (c) of the definition of “Permitted Liens”that may have superior priority to Bank’s Lien under this Agreement), or enter into any agreement, document, instrument or other arrangement (except with or in favor of Bank) with any Person which directly or indirectly prohibits or has the effect of prohibiting Borrower or any Subsidiary from assigning, mortgaging, pledging, granting a security interest in or upon, or encumbering any of Borrower’s or any Subsidiary’s Intellectual Property in favor of Bankintellectual property, except in connection with a Transfer that as is otherwise permitted in Section 7.1 hereof and the definition of “Permitted LiensLien” herein.
Appears in 1 contract
Encumbrance. Create, incur, allow, or suffer any Lien on any of its property, or assign or convey any right to receive income, including the sale of any Accounts, or permit any of its Subsidiaries to do so, except for Permitted Liens, or permit any Collateral not to be subject to the first priority security interest granted herein (subject to Permitted Liens described in clause (c) of the definition of “Permitted Liens”that are permitted to have priority over Bank’s Liens hereunder), or enter into any agreement, document, instrument or other arrangement (except with or in favor of Bank) with any Person which directly or indirectly prohibits or has the effect of prohibiting Borrower or any Subsidiary from assigning, mortgaging, pledging, granting a security interest in or upon, or encumbering any of Borrower’s or any Subsidiary’s Intellectual Property in favor of BankProperty, except in connection with a Transfer that as is otherwise permitted in Section 7.1 hereof of this Agreement and the definition of “Permitted Liens” herein.
Appears in 1 contract
Sources: Subordinated Loan and Security Agreement (Rapid7 Inc)
Encumbrance. Create, incur, allow, or suffer any Lien on any of its propertythe Collateral, or assign or convey any right to receive income, including the sale of any Accounts, or permit any of its Subsidiaries to do so, except for Permitted Liens, permit any Collateral not to be subject to the first priority security interest granted herein (subject other than Permitted Liens which are permitted hereunder to Liens described in clause (c) of the definition of “Permitted Liens”have priority over Bank’s Lien), or enter into any agreement, document, instrument or other arrangement (except with or in favor of Bank) with any Person which directly or indirectly prohibits or has the effect of prohibiting Borrower or any Subsidiary from assigning, mortgaging, pledging, granting a security interest in or upon, or encumbering any of Borrower’s or any Subsidiary’s Intellectual Property in favor of BankProperty, except in connection with a Transfer that as is otherwise permitted in Section 7.1 hereof and the definition of “Permitted Liens” herein.
Appears in 1 contract
Encumbrance. Create, incur, allow, or suffer any Lien on any of its property, or assign or convey any right to receive income, including the sale of any Accounts, or permit any of its Subsidiaries to do so, except for Permitted Liens, permit any Collateral not to be subject to the first priority security interest granted herein (subject only to Permitted Liens described in clause (c) of the definition of “Permitted Liens”that may have superior priority to Lender’s Lien under this Agreement), or enter into any agreement, document, instrument or other arrangement (except with or in favor of BankLender) with any Person which directly or indirectly prohibits or has the effect of prohibiting Borrower or any Subsidiary from assigning, mortgaging, pledging, granting a security interest in or upon, or encumbering any of Borrower’s or any Subsidiary’s Intellectual Property in favor of BankProperty, except in connection with a Transfer that as is otherwise permitted in Section 7.1 hereof and the definition of “Permitted Liens” herein.
Appears in 1 contract
Sources: Loan and Security Agreement (Interpace Biosciences, Inc.)