Material Collateral Sample Clauses

Material Collateral. Notwithstanding anything to the contrary set forth in this Indenture, (a) in no event shall any Lien be placed on the Material Collateral, other than (i) the Liens in favor of the Collateral Agent as set forth in the Note Documents, or (ii) Permitted Liens, and (b) in the event the Company or any of its Subsidiaries (i) engages in any Asset Sale, Investment or Restricted Payment, in each case, of any interest in any of the Material Collateral to a Person that is not the Company or a Guarantor, (ii) exclusively or coexclusively licenses any Material Collateral to a Person that is not the Company or a Guarantor or (iii) engages in Asset Sales in an aggregate amount in excess of $5,000,000 after the Issue Date (the date such threshold is satisfied, the “Threshold Date”), then in the case of this clause (b) (x) no Default or Event of Default shall be continuing at the time of such transaction and no Default or Event of Default shall result therefrom, (y) at least 75% of the consideration received in connection with any such transaction shall be in the form of cash and Cash Equivalents and shall be for Fair Market Value and (z) the Company shall within five (5) Business Days thereafter make an offer (each, an “Transaction Offer”) to all Holders of Notes in an amount equal to 100% of the Net Proceeds of such transaction (the “Offer Amount”); provided, that, with respect to any event described in clause (b)(iii) of this Section 3.09, a Transaction Offer shall only be required to be made each time the total amount of all Asset Sales following the Threshold Date result in Net Proceeds in excess of $2,500,000 in the aggregate and provided further, that if the Company or any of its Subsidiaries invest (or commit to invest) the Net Proceeds from such event (or a portion thereof) within twelve (12) months after receipt of such Net Proceeds in assets used or useful in the business of the Company and its Subsidiaries (or, if such Asset Sale is made by a Guarantor, any new assets used or useful in the business of the Company that are acquired from the Net Proceeds of such Asset Sale are held by a Guarantor), then no Transaction Offer or any prepayment of the Notes in connection thereto by the Company shall be required pursuant to this paragraph with respect to the Net Proceeds so reinvested. The offer price in any Transaction Offer (if required) will be equal to 100% of the Accreted Principal Amount purchased, prepaid or redeemed, plus accrued and unpaid interest on such ...

Material Collateral. The Issuer does not own, or have any other right or interest in, any asset or property included in the Collateral that cannot be perfected in the manner described in this Agreement (collectively, “Non-Perfected Assets”), except for Non-Perfected Assets which in the aggregate are not material to the Issuer and its Subsidiaries taken as a whole.

Material Collateral. Material security is an absolute (absolute) right to a certain object that is the object of collateral for a debt, which at one time can be cashed for the repayment of debtor's debt if the debtor breaks his promise. By having various advantages, namely the characteristics it has, including absolute nature in which everyone must respect this right, having a droit de preference, droit de suite, as well as the principles contained therein, such as the principle of speciality and publicity which has given the position and privileges for the right holder / creditor, so that in practice the creditor is preferable to individual collaterals.15 13 ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇▇▇▇, Jaminan Kebendaan ▇▇▇ ▇▇▇▇▇▇▇ Perorangan Sebagai Upaya Perlindungan Hukum Bagi Pemilik Piutang, Jurnal Sosial Humaniora, Volume 8 Number 01, Juni 2015. page. 120-121 14 ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇ Salmidjas Salam, Aspek Hukum Hak Jaminan Perorangan ▇▇▇ Kebendaan, Jakarta, 2000, page. 210 15 Ibid. page. 214 As for the collateral law, there are five important principles known, namely:16 a. The principle of publicity, namely the principle that all rights, both liability rights, fiduciary rights, and mortgage rights must be registered. This registration is intended so that the third party can find out that the collateral object is being imposed with collateral. Registration of mortgage rights at the registration office at the Regency / City National Land Agency office, fiduciary registration is carried out at the fiduciary registration office at the Ministry of Justice and Human Rights office, while marine mortgage registration is carried out in front of registrant officials and registrar of name, namely harbormaster. b. The principle of specialty, namely that mortgage rights, fiduciary rights and mortgages can only be charged on parcels or on goods that have been registered under the name of a certain person.

Material Collateral. Notwithstanding anything to the contrary set forth in this Indenture (including, without limitation, in Section 4.11), in the event the Company or any Subsidiary (a) sells or transfers its entire interest in any of the Material Collateral to a Person that is not the Company or a Guarantor, (b) (i) exclusively or co-exclusively licenses any Material Collateral, or engages in any licensing of any of the Material Collateral for the development or sale of pharmaceutical products to third parties, to a Person that is not the Company or a Guarantor, and (ii) the license grant of which covers inhaled levodopa within the United States or (c) sells or transfers any interest in any Guarantor, then in each case of clauses (a) through (c) 100% of the cash proceeds of such sale, transfer or license shall constitute Subject Excess Proceeds and each such sale, transfer or license shall comply with Section 4.11(a) as if such transaction was an Asset Sale.

Material Collateral. Such Borrower does not own, or have any other right or interest in, any Property included in the Collateral that cannot be perfected in the manner described in Section 5.3 (collectively, the “Non-Perfected Assets”), except for Non-Perfected Assets which together with the Non-Perfected Assets of all other Borrowers in the aggregate are not material to the Company and its Subsidiaries taken as a whole

Material Collateral. (i) Security interests purported to be created by or under the Security Documents in (w) the Accounts or Common Stock of the Borrower, or Subordinated Debt (x) the Borrower's rights under the Identified Material Project Agreements, (y) the Core Mining Concessions or (z) other material Project Property with respect to which a security interest is contemplated to be created in the MSA shall fail or cease to be (and, except in the case of Project Property covered by subclause (w), so remain for at least 45 days after written notice from the Administrative Agent acting upon instructions from the Majority Facility Lenders) validly perfected first priority security interests and valid assignments of rights, as applicable, in favor of the Senior Lenders (other than to the extent noted in legal opinions of counsel to the Borrower delivered on or prior to the Closing Date in satisfaction of Section 5.01(g)). (ii) A Person other than the Offshore Collateral Agent, the Onshore Collateral Agent or a Senior Lender shall have attached, (a) Collateral consisting of tangible Project Property having a book value equal to or greater than 5% of the total book value of all tangible Project Property (as shown on the balance sheets of the Borrower as of the immediately preceding month-end) or (b) all or any material part of the other Collateral, and in either such case, any attachment of or any judgment Lien against any of such Collateral (x) shall remain unlifted, unstayed or undischarged for a period of 180 days or (y) shall be upheld in a final nonappealable judgment by a court of competent jurisdiction.