Intangible Collateral Sample Clauses
Intangible Collateral. With respect to the Accounts, Deposits and Investment Property (collectively, the "Intangible Collateral"):
(a) Debtor's records concerning all Intangible Collateral since June 30, 1996 have been kept at the address set forth below Debtor's signature hereto.
(b) Each item of Intangible Collateral is, or at such time as it becomes part of the Collateral will be, a bona fide, valid and legally enforceable obligation of the account debtor or other obligor in respect thereof, subject to no defense, setoff or counterclaim against Debtor and in connection with which there is no default with respect to any payment or performance on the part of Debtor or any other party.
(c) Debtor will at all times keep accurate and complete records of payment and performance by Debtor, the respective account debtors and all other parties obligated on Intangible Collateral.
(d) Debtor will keep the Secured Party immediately informed of any material default in payment or performance by Debtor or any account debtor or other parties obligated on, or of material claims made by others in regard to, Intangible Collateral having, individually or in the aggregate, a value of US$100,000 or more and shall not change the terms thereof (or terminate or permit the impairment of any of its rights thereunder) in any material way without the prior written consent of the Secured Party. Debtor will make all payments and perform all undertakings on Debtor's part to be paid or performed with respect to Intangible Collateral when due. Debtor hereby authorizes the Secured Party to cure any default in payment or performance by Debtor with respect to Intangible Collateral; provided, however, that the Secured Party shall be under no obligation to do so and, provided, further, that the curing by the Secured Party of any default shall not constitute a waiver by the Secured Party of any default hereunder. Debtor agrees to reimburse the Secured Party on demand with interest at the Default Rate for any payment made or any expense incurred by the Secured Party pursuant to the foregoing authorization, and any payment made or expense incurred by the Secured Party pursuant to the foregoing authorization shall be part of the Obligations secured hereunder.
(e) The Secured Party may, in the name of the Secured Party, at any time after the occurrence of an Event of Default hereunder notify the account debtor or other obligor on any item of Intangible Collateral of the Secured Party's security interest. The Secured Pa...
Intangible Collateral. The Intangible Collateral represents bona fide and existing indebtedness, obligations, liabilities, rights and privileges owed or belonging to Debtor to which, to the best of Debtor's knowledge, there is no valid defense, set-off or counterclaim against Debtor and in connection with which there is no default with respect to any payment or performance on the part of Debtor, or, to the best of Debtor's knowledge, of any other party which would have a Material Adverse Effect.
Intangible Collateral. Intangible Collateral" shall mean the --------------------- following (other than any rights of the Debtor set forth in the below-described agreements to be defended, indemnified or held harmless or to receive any payments made or to be made pursuant to any obligation to such effect, all of the foregoing being collectively the "Indemnification Rights"):
Intangible Collateral. The following definitions of Intangible Collateral set forth in Section 2.3 of the Series B Purchase Note Agreement are amended as follows:
(i) The definition of the Series B Easement Agreement set forth in Section 2.3(g) of the Series B Purchase Note Agreement is hereby amended to include the Amended and Restated Series B Windpark Easement Agreement dated as of March 24, 1986 between the Debtor and ZCC III.
(ii) The definition of Series B Access Easement set forth in Section 2.3(h) of the Series B Purchase Note Agreement is hereby amended to refer to the Amended and Restated Grant of Easement (Western Access) dated as of March 24, 1986 between Zond and the Debtor.
(iii) The definition of Series B Interconnect Easement contained in Section 2.3(i) of the Series B Purchase Note Agreement is defined to refer to the Grant of Easement (Interconnect) dated as of March 24, 1986 between Zond and the Debtor.
Intangible Collateral. Issuer represents and warrants, and covenants and agrees, that its, and each Guarantor's, General Intangibles and Intellectual Property constituting Terminable Intangibles are not, and will not at any time be, material to the business or operations of the Issuer and the Guarantors taken as a whole.
Intangible Collateral. The Intangible Collateral hereunder represents bona fide and existing indebtedness, obligations, liabilities, rights and privileges owed or belonging to Borrower to which, to the best of Borrower's knowledge, as of the date of this Security Agreement, there is no valid defense, set-off or counterclaim against Borrower and in connection with which there is no default with respect to any material payment or material performance on the part of Borrower, or, to the best of Borrower's knowledge, any other party. With respect to any Intellectual Property Collateral of Borrower the loss, impairment or infringement of which singly or in the aggregate could reasonably be expected to have a Material Adverse Effect: (i) such Intellectual Property Collateral is subsisting and has not been adjudged invalid or unenforceable, in whole or in part, (ii) such Intellectual Property Collateral is valid and enforceable, (iii) Borrower has made all filings and recordations necessary in the exercise of reasonable and prudent business judgment to protect its interest in such Intellectual Property Collateral in the United States Patent and Trademark Office, the United States Copyright Office and in corresponding offices throughout the world, as appropriate, (iv) Borrower is the owner of the entire and unencumbered right, title and interest in and to such Intellectual Property Collateral and no claim has been made that the use of such Intellectual Property Collateral does or may violate the asserted rights of any third party, and (v) Borrower has performed and will continue to perform all acts and has paid and will continue to pay all required fees and taxes to maintain each and every item of such Intellectual Property Collateral in full force and effect throughout the world, as applicable. Borrower owns directly, or is entitled to use by license or otherwise, all Intellectual Property Collateral of any Person used in, necessary for or material to the conduct of Borrower's businesses. Except as set forth in the Loan Agreement, no litigation is pending or, to the best knowledge of Borrower, threatened which contains allegations respecting the validity, enforceability, infringement or ownership of any of the Intellectual Property Collateral of Borrower.
Intangible Collateral. Subject to the Disclosure Schedule attached to the Purchase Agreement, the Intangible Collateral represents bona fide and existing indebtedness, obligations, liabilities, rights and privileges owed or belonging to Debtor to which, to the best of Debtor's knowledge, there is no valid defense, set-off or counterclaim against Debtor and in connection with which there is no default with respect to any payment or performance on the part of Debtor, or, to the best of Debtor's knowledge, any other party.
Intangible Collateral. Section 2.3 of the Purchase Note --------------------- Agreement is amended to read in full as follows:
Intangible Collateral. Guarantor represents and warrants, and covenants and agrees, that its General Intangibles and Intellectual Property constituting Terminable Intangibles are not, and will not at any time be, material to the business or operations of the Issuer and the Guarantors taken as a whole.