Common use of Perfected First Priority Lien Clause in Contracts

Perfected First Priority Lien. The security interests granted pursuant to this Agreement (a) upon completion of the filings and other actions specified on Schedule 3 (which, in the case of all filings and other documents referred to on said Schedule, have been delivered to the Administrative Agent in completed and (to the extent required) duly executed form) will constitute valid perfected security interests in all of the Collateral in favor of the Administrative Agent, for its benefit and the benefit of the Secured Parties, as collateral security for such Grantor’s Obligations, enforceable in accordance with the terms hereof against all creditors of such Grantor and any Persons purporting to purchase any Collateral from such Grantor and (b) are prior to all other Liens on the Collateral in existence on the date hereof except for (i) unrecorded Liens permitted by the Credit Agreement which have priority over the Liens on the Collateral by operation of law, (ii) Liens described on Schedule 7, and (ii) Liens previously identified in writing to the Administrative Agent, arrangements for the release of which satisfactory to the Administrative Agent have been made, and except to the extent that filings outside the United States might be required to perfect such security interest in non-U.S. intellectual property.

Appears in 1 contract

Sources: Guarantee and Collateral Agreement (Nbty Inc)

Perfected First Priority Lien. The security interests granted pursuant to this Agreement (a) upon completion of the filings and other actions specified on Schedule 3 (which, in the case of all filings and other documents referred to on said Schedule, have been delivered to the Administrative Agent in completed and (to the extent required) duly executed form) will constitute or will continue to constitute valid perfected security interests in all of the Collateral in favor of the Administrative Agent, for its benefit and the benefit of the Secured Parties, as collateral security for such Grantor’s Obligations, enforceable in accordance with the terms hereof against all creditors of such Grantor and any Persons purporting to purchase any Collateral from such Grantor and (b) are prior to all other Liens on the Collateral in existence on the date hereof except for (i) unrecorded Liens permitted by the Credit Agreement which have priority over the Liens on the Collateral by operation of law, (ii) Liens described on Schedule 7, and (ii) Liens previously identified in writing to the Administrative Agent, arrangements for the release of which satisfactory to the Administrative Agent have been made, and except to the extent that filings outside the United States might be required to perfect such security interest in non-U.S. intellectual property.

Appears in 1 contract

Sources: Guarantee and Collateral Agreement (Nbty Inc)

Perfected First Priority Lien. The security interests granted pursuant to this Agreement (a) upon completion of the filings and other actions specified on Schedule 3 (which, in the case of all filings and other documents referred to on said Schedule, have been delivered to the Administrative Agent in completed and (to the extent required) duly executed form) will constitute valid perfected security interests in all of the Collateral in favor of the Administrative Agent, for its benefit and the ratable benefit of the Secured Parties, as collateral security for such Grantor’s 's Obligations, enforceable in accordance with the terms hereof against all creditors of such Grantor and any Persons purporting to purchase any Collateral from such Grantor and (b) are prior to all other Liens on the Collateral in existence on the date hereof except for (i) unrecorded Liens permitted by the Credit Agreement which have priority over the Liens on the Collateral by operation of law, (ii) Liens described on Schedule 7, and (ii) Liens previously identified in writing to the Administrative Agent, arrangements for the release of which satisfactory to the Administrative Agent have been made, and except to the extent that filings outside the United States might be required to perfect such security interest in non-U.S. intellectual property.

Appears in 1 contract

Sources: Guarantee and Collateral Agreement (Nbty Inc)