Foreign Security Sample Clauses

Foreign Security. If following a change in the relevant sections of the Code or the regulations, rules, rulings, notices or other official pronouncements issued or promulgated thereunder, counsel for the Company reasonably acceptable to the Administrative Agent does not within thirty (30) Business Days after a request (an "Evidence Request") from the Administrative Agent deliver evidence, in form and substance mutually satisfactory to the Administrative Agent and the Company, with respect to any First Tier Foreign Subsidiary which has not already had all of its stock pledged pursuant to the Pledge Agreements, that (i) a pledge of 66% or more of the total combined voting power of all classes of capital stock or other equity interest of such First Tier Foreign Subsidiary entitled to vote, (ii) the entering into by such First Tier Foreign Subsidiary of a security agreement in substantially the form of the Security Agreement and (iii) the entering into by such First Tier Foreign Subsidiary of a guaranty in substantially the form of the Subsidiary Guarantee Agreement, in any such case would cause the undistributed earnings of such First Tier Foreign Subsidiary as determined for Federal income tax purposes to be treated as a deemed dividend to such First Tier Foreign Subsidiary's United States parent for Federal income tax purposes, then in the case of a failure to deliver the evidence described in clause (i) above and to the extent not otherwise waived by the Administrative Agent, that portion of such First Tier Foreign Subsidiary's outstanding capital stock not theretofore pledged pursuant to the Pledge Agreement shall be so pledged to the Administrative Agent for the benefit of itself, the Banks, certain Affiliates of the Banks and the Issuing Agents, and in the case of a failure to deliver the evidence described in clause (ii) above and to the extent not otherwise waived by the Administrative Agent, such First Tier Foreign Subsidiary shall execute and deliver the Security Agreement (or another security agreement in substantially similar form, if needed), granting the Administrative Agent for the benefit of itself, the Banks, certain Affiliates of the Banks and the Issuing Agents a security interest in all of such First Tier Foreign Subsidiary's personal property, in each case securing the Obligations and the Hedging Liability, and in the case of failure to deliver the evidence described in clause (iii) above and to the extent not otherwise waived by the Administrative Agent, ...
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Foreign Security. In relation to any Security Document governed by a law other than Hong Kong law each Finance Party:
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Foreign Security. No later than 20 days following the Closing Date hereunder, the Company shall cause Epixtar Phillipines, each other applicable Subsidiary of the Company and any other third party requested by the Purchasers to enter into such security and guaranty documentation governed by laws of the Phillippines as is requested by the Purchasers, with such documentation to be in form and substance satisfactory to the Purchasers. No later than 60 days following a request by the Purchasers, the Company shall cause each Subsidiary organized in a jurisdiction outside of the United States (collectively, the "Foreign Subsidiaries"), other than an Immaterial Subsidiary, to execute such guaranty and security documentation governed by the jurisdiction of organization of such Subsidiary (the "Foreign Documentation") as the Purchasers deem necessary or desirable. All such Foreign Documentation shall be in form and substance satisfactory to the Purchasers, and the Company agrees to cause the respective Foreign Subsidiary to deliver all such other documentation as is requested by the Purchasers in connection with the execution and delivery of such Foreign Documentation (including, without limitation, an opinion of counsel satisfactory to the Purchasers). Furthermore, it is hereby agreed that the Company shall not permit any equity interests of any Foreign Subsidiary (or any parent thereof) to be transferred to any person or other entity that is not a Credit Party until such time as the Foreign Subsidiaries have become party to the Foreign Documentation required to be entered into pursuant to this Section 6.16. The Company shall reimburse the Purchasers for any and all legal fees and other expenses incurred by the Purchasers in connection with the preparation, execution, negotiation and delivery of the Foreign Documentation.
Sample 1
Foreign Security. Notwithstanding anything to the contrary set forth in Section 6.23, the Company shall 99 take all steps necessary, and as may be required by the Administra tive Agent, to ensure that the Administrative Agent has a First Priority security interest in all Collateral, including (i) entering, or causing a Subsidiary or Affiliate incorporated in Taiwan and related to the FNAL System to enter into, a security agreement in the form of the Company Security Agreement (Taiwan), upon the Company or such Subsidiary or Affiliate acquiring assets or entering into contracts in Taiwan, (ii) causing a Subsidiary incorporated in Japan and related to the FNAL System to enter into a security agreement in the form of the Company Security Agreement (Japan) upon the Company or such Subsidiary acquiring assets or entering into contracts in Japan pursuant to the requirements of Section 5.29, (iii) causing a Subsidiary incorporated in Hong Kong and related to the FNAL System to enter into a security agreement in the form of the Company Security Agreement (Hong Kong) upon the Company or such Subsidiary acquiring assets or entering into contracts in Hong Kong pursuant to the requirements of Section 5.30, (iv) complying with, or causing any such Subsidiaries referred to in this Section 5.31 to comply with, Sections 6.23(b)(i), (c), (d) and (f), whether or not wholly-owned and (v) using, or causing its Subsidiary FLAG Telecom Korea Limited to use, its commercially reasonable efforts to obtain consent from the Bank of Korea with respect to such Subsidiary entering into the Subsidiary Guarantee Agreement and any other Company Security Agreements (Korea) as applicable and, upon such consent being given, causing such Subsidiary to enter into such Security Documents.
Sample 1
Foreign Security. Documents The payment and performance of the Obligations shall also be secured by a first priority, perfected Lien on the accounts and other related assets and properties of Comshare Canada, Comshare UK and the Borrowing Subsidiary pursuant to the Foreign Security Documents, in each case whether now owned or held or hereafter acquired or arising.
Sample 1
Foreign Security. 21 6.17 Right of First Refusal.......................................................................21 6.18 Voxx Common Stock............................................................................21
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Related to Foreign Security

  • Foreign Securities Systems Foreign securities shall be maintained in a Foreign Securities System in a designated country through arrangements implemented by the Custodian or a Foreign Sub-Custodian, as applicable, in such country.

  • Foreign Subsidiaries Security If following a change in the relevant sections of the Code or the regulations, rules, rulings, notices or other official pronouncements issued or promulgated thereunder, counsel for the U.S. Borrower reasonably acceptable to the Administrative Agent does not within 30 days after a request from the Administrative Agent or the Required Lenders deliver a legal opinion, in form and substance mutually satisfactory to the Administrative Agent and the U.S. Borrower, with respect to any wholly-owned Foreign Subsidiary that is not a Look-Through Subsidiary which has not already had all of its stock pledged pursuant to the Pledge and Security Agreement, that (i) a pledge of 66-2/3% or more of the total combined voting power of all classes of capital stock of such Foreign Subsidiary entitled to vote, and (ii) the entering into by such Foreign Subsidiary of a guaranty in substantially the form of the Subsidiaries Guaranty, in any such case could reasonably be expected to cause (A) the undistributed earnings of such Foreign Subsidiary as determined for Federal income tax purposes to be treated as a deemed dividend to such Foreign Subsidiary’s United States parent for Federal income tax purposes or (B) other material adverse Federal income tax consequences to the Credit Parties, then (in each case, subject to any restrictions described in Section 10.15) in the case of a failure to deliver the evidence described in clause (i) above, that portion of such Foreign Subsidiary’s outstanding capital stock not theretofore pledged pursuant to (and to the extent required by) the Pledge and Security Agreement shall be pledged to the Collateral Agent for the benefit of the Secured Creditors pursuant to the Pledge and Security Agreement (or another pledge agreement in substantially similar form, if needed), and in the case of a failure to deliver the evidence described in clause (ii) above, such Foreign Subsidiary (to the extent that same is a Wholly-Owned Subsidiary) shall execute and deliver (x) the Subsidiaries Guaranty (or another guaranty in substantially similar form, if needed), guaranteeing the Obligations of the U.S. Borrower under the Credit Documents and (y) the Pledge and Security Agreement (or another pledge agreement in substantially similar form, if needed) securing such Foreign Subsidiary’s obligations under the Subsidiaries Guaranty, in each case to the extent that entering into such Pledge and Security Agreement or Subsidiaries Guaranty is permitted by the laws of the respective foreign jurisdiction and would be required pursuant to Section 10.15, and with all documents delivered pursuant to this Section 10.14 to be in form and substance reasonably satisfactory to the Administrative Agent.

  • E7 Security E7.1 The Authority shall be responsible for maintaining the security of the Authority’s Premises in accordance with its standard security requirements. The Contractor shall comply with all security requirements of the Authority while on the Authority’s Premises, and shall ensure that all Staff comply with such requirements.

  • Aviation Security (1) Each Contracting Party reaffirms that its obligation to the other Contracting Party to protect the security of civil aviation against unlawful interference forms an integral part of this Agreement. Each Contracting Party shall in particular act in conformity with the aviation security provisions of the Convention on Offences and Certain Other Acts Committed on Board Aircraft, signed at Tokyo on 14 September 1963, the Convention for the Suppression of Unlawful Seizure of Aircraft, signed at The Hague on 16 December 1970 and the Convention for the Suppression of Unlawful Acts against the Safety of Civil Aviation, signed at Montreal on 23 September 1971.

  • Application Security The ISP will require that in-house application development be governed by a documented secure software development life cycle methodology, which will include deployment rules for new applications and changes to existing applications in live production environments.

  • UNION SECURITY 7.01 The Employer shall deduct monthly from the pay due to each employee who is covered by this Agreement a sum equal to the monthly Union dues of each such employee. Where an employee has no earnings during the first payroll period, the deduction shall be made in the next payroll period where the employee has earnings, within that month. The Union shall notify the employer in writing of the amount of such dues from time to time. The Employer will send to the Union its cheque for the dues so deducted in the month following the month in which the dues are deducted. When arrears or adjustments are submitted retroactively, the dues month and an explanation will accompany any such dues.

  • Bid Security 2.1 Bid security, as a guarantee of good faith, in the form of a certified check, cashier's check, or bidder's bond, may be required to be submitted with this bid document, as indicated on the bid.

  • Custodian or Foreign Securities System The Custodian may hold foreign securities for all of its customers, including the Portfolios, with any Foreign Sub-Custodian in an account that is identified as belonging to the Custodian for the benefit of its customers, provided however, that (i) the records of the Custodian with respect to foreign securities of the Portfolios which are maintained in such account shall identify those securities as belonging to the Portfolios and (ii), to the extent permitted and customary in the market in which the account is maintained, the Custodian shall require that securities so held by the Foreign Sub-Custodian be held separately from any assets of such Foreign Sub-Custodian or of other customers of such Foreign Sub-Custodian.

  • UNION SECURITY AND CHECK-OFF 5.01 All present seniority employees who are currently members of the Union will be required to continue to be members of the Union as a condition of employment for the duration of this Agreement.

  • Collateral Security (a) The Obligations shall be secured by (a) a perfected first-priority security interest (subject to Permitted Liens entitled to priority under Applicable Law) in all Collateral, whether now owned or hereafter acquired, pursuant to the terms of the Security Agreement to which each Borrower is a party to the extent perfected by the filing of UCC financing statements; (b) a pledge of 100% of the capital stock or other Equity Interests of such Borrowers (other than the Parent) and of the Non-Borrower Subsidiaries (other than the Foreign Subsidiaries) to the Administrative Agent on behalf of the Secured Parties pursuant to the Pledge Agreement; and (c) a pledge of the capital stock or other Equity Interests of each Foreign Subsidiary (provided that not more than 65% of the total voting power of all outstanding capital stock or other Equity Interest of any such first-tier Foreign Subsidiary of a Borrower shall be required to be so pledged and no Equity Interests of any non-first-tier Foreign Subsidiary shall be provided to be so pledged); provided that the Borrowers hereby agree, upon the request of the Administrative Agent and the Required Lenders, to deliver, as promptly as practicable, but in any event within ninety (90) days after request therefor, or such other later time, if any, to which the Administrative Agent may agree, (i) certificates of titles for all or substantially all vehicles, trucks, trailers, tractors, automobiles and any other equipment covered by certificates of title owned by a Borrower (collectively, “Motor Vehicles”) with the Administrative Agent listed as lienholder therein (subject to a limited power of attorney in favor of the Parent to dispose of titled equipment) and, if required by the Administrative Agent, the Borrowers shall retain Corporation Service Company (or other similar company satisfactory to the Administrative Agent) pursuant to agreements reasonably satisfactory to the Administrative Agent pursuant to which Corporation Service Company (or such other company) will agree to act as agent for the Secured Parties with respect to the perfection of security interests in the Motor Vehicles; and (ii) mortgages with respect to Real Property and to take such other steps and make such other deliveries as may be reasonably requested by the Administrative Agent (including, without limitation, the delivery of legal opinions, Consulting Engineer’s reports, surveys, title insurance, environmental assessment reports, flood hazard certifications, evidence of flood insurance, if required, and a certification of the name and address of each real estate recording office where a mortgage on the real estate on which any Collateral consisting of fixtures may be located would be recorded) so as to provide the Administrative Agent, for the benefit of the Secured Parties, a perfected first-priority security interest in such assets, provided that to the extent that any lease of (or operating/management agreement with respect to) Real Property prohibits assignment of such lease (or operating/management agreement) without the consent of the lessor or another party thereunder, the Borrowers shall not be required to grant a mortgage on the leasehold interest under such lease, but in such event, the Borrowers agree to diligently and in good faith use its reasonable best efforts to obtain the consent (which consent shall be in form and substance reasonably satisfactory to the Administrative Agent) of the applicable lessor or other party to such leasehold mortgage (and, upon the receipt of such consent, the Borrowers shall promptly grant such leasehold mortgage and comply with the other provisions of this Section 10.15 with respect thereto).

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