Ownership of Property; Priority of Security Interest Sample Clauses

The "Ownership of Property; Priority of Security Interest" clause establishes who holds legal title to certain property and clarifies the ranking of any security interests in that property. In practice, this clause typically specifies that the borrower retains ownership of the collateral but grants the lender a security interest, which may be perfected and prioritized over other claims. This ensures that, in the event of default, the lender’s claim to the collateral takes precedence over other creditors, thereby protecting the lender’s rights and reducing the risk of loss.
Ownership of Property; Priority of Security Interest. Each Pledgor is the sole and exclusive owner of, and has good and merchantable title to, the entire and unencumbered right, title and interest in the Pledged Collateral pledged by such Pledgor under this Agreement, free from any lien, security interest, adverse claim or encumbrance other than those created under this Agreement in favor of the Secured Party. Each Pledgor has the right, power and authority to pledge and assign the Pledged Collateral, and grant a security interest in the Pledged Collateral, to the Secured Party in the manner done under this Agreement. This Agreement creates for the Secured Party a valid and enforceable security interest in the Pledged Collateral, securing the full and timely payment, performance and satisfaction of the Obligations, and each Pledgor’s indebtedness, obligations and liabilities under the Transaction Documents, which security interest, when perfected, shall constitute a first priority perfected security interest in favor of the Secured Party. Each Pledgor hereby warrants and shall defend the title to the Pledged Collateral, whether now owned or hereafter acquired, unto and for the benefit of the Secured Party and the Secured Party’s successors and assigns, against all liens, security interests, adverse claims, encumbrances and demands of any Person whatsoever.
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Ownership of Property; Priority of Security Interest. Each Pledgor is the sole and exclusive owner of, and has good and merchantable title to, the entire and unencumbered right, title and interest in the Pledged Collateral pledged by such Pledgor under this Agreement, free from any lien, security interest, adverse claim or encumbrance other than (a) those created under the Exchangeable Note between Triller Corp., Triller Hold Co LLC, Triller Group Inc., and Giant Wisdom Ventures Limited, dated October 16, 2024 and (b) those created under this Agreement in favor of the Secured Party. Each Pledgor has the right, power and authority to pledge and assign the Pledged Collateral, and grant a security interest in the Pledged Collateral, to the Secured Party in the manner done under this Agreement. This Agreement creates for the Secured Party a valid and enforceable subordinated security interest in the Pledged Collateral, securing the full and timely payment, performance and satisfaction of the Obligations, and each Pledgor’s indebtedness, obligations and liabilities under the Transaction Documents, which security interest, when perfected, shall constitute a perfected security interest in favor of the Secured Party. Each Pledgor hereby warrants and shall defend the title to the Pledged Collateral, whether now owned or hereafter acquired, unto and for the benefit of the Secured Party and the Secured Party’s successors and assigns, against all liens, security interests, adverse claims, encumbrances and demands of any Person whatsoever.
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Ownership of Property; Priority of Security Interest. (a) Debtor owns and has good and marketable title to all of the Property occupied, used, consumed, sold, licensed, or leased in Debtor's business, and all other assets that Debtor represents as being owned by Debtor, including any assets listed or referred to in any financial statements, schedules, listings, reports, or other documents submitted to Secured Party at any time. (b) Debtor's Property is subject to no Liens other than Permitted Liens. (c) Secured Party's security interest in the Collateral is a first priority perfected security interest, subject to no Liens other than Permitted Liens. (d) Except as listed on Schedule 1.03 (and excluding this Agreement and any other security agreement, pledge agreement, hypothecation agreement, collateral assignment, mortgage, deed of trust, indenture, or other agreement that creates a Lien for the benefit of Secured Party), Debtor is not a party to, or otherwise bound by the terms of, and none of Debtor's Property is subject to or otherwise bound by the terms of, any security agreement, pledge agreement, hypothecation agreement, collateral assignment, mortgage, deed of trust, indenture, or other agreement that creates (or purports to create) a Lien in any Property.
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Ownership of Property; Priority of Security Interest. Each Debtor is the sole owner of the Collateral free from any lien, security interest or encumbrance of any kind (other than Permitted Lien) and such Debtor will not sell, lease or grant any further security interest in the Collateral or any part thereof, and will not part with possession of the same, except in the usual and ordinary course of such Debtor’s business or as otherwise permitted under the Amended and Restated Purchase Agreement. Debtors will not use or permit the Collateral to be used in violation of any law or ordinance and Debtors will procure and maintain, or cause to be procured and maintained, insurance on the Collateral for the full duration of this Agreement against reasonable risks of loss, damage and destruction in accordance with the provisions of the Amended and Restated Purchase Agreement.
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Related to Ownership of Property; Priority of Security Interest

  • Priority of Security Interest Borrower represents, warrants, and covenants that the security interest granted herein is and shall at all times continue to be a first priority perfected security interest in the Collateral (subject only to Permitted Liens that are permitted pursuant to the terms of this Agreement to have superior priority to Bank’s Lien under this Agreement). If Borrower shall acquire a commercial tort claim, Borrower shall promptly notify Bank in a writing signed by Borrower of the general details thereof and grant to Bank in such writing a security interest therein and in the proceeds thereof, all upon the terms of this Agreement, with such writing to be in form and substance reasonably satisfactory to Bank.

  • Creation, Perfection and Priority of Security Interests The representations and warranties regarding creation, perfection and priority of security interests in the Purchased Property, which are attached to this Agreement as Appendix B, are true and correct to the extent that they are applicable.

  • Validity and Priority of Security Interest The provisions of this Agreement, and the other Loan Documents create legal and valid Liens on all the Collateral in favor of the Agent, for the ratable benefit of the Agent and the Lenders, and such Liens constitute perfected and continuing Liens on all the Collateral, having priority over all other Liens on the Collateral, except for those Liens identified in clauses (c), (d) and (e) of the definition of Permitted Liens securing all the Obligations, and enforceable against the Borrower and all third parties.

  • Ownership of Property; Liens Each of the Borrower and each Subsidiary has good record and marketable title in fee simple to, or valid leasehold interests in, all real property necessary or used in the ordinary conduct of its business, except for such defects in title as could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. The property of the Borrower and its Subsidiaries is subject to no Liens, other than Liens permitted by Section 7.01.

  • Validity of Security Interest The security interest in and Lien on the Pledged Collateral granted to the Collateral Agent for the benefit of the Secured Parties hereunder constitutes (a) a legal and valid security interest in all the Pledged Collateral securing the payment and performance of the Secured Obligations, and (b) subject to the filings and other actions described in Schedule 7 to the Perfection Certificate (to the extent required to be listed on the schedules to the Perfection Certificate as of the date this representation is made or deemed made), a perfected security interest in all the Pledged Collateral. The security interest and Lien granted to the Collateral Agent for the benefit of the Secured Parties pursuant to this Agreement in and on the Pledged Collateral will at all times constitute a perfected, continuing security interest therein, prior to all other Liens on the Pledged Collateral except for Permitted Liens.