Common use of Perfected First Priority Liens Clause in Contracts

Perfected First Priority Liens. The security interests granted pursuant to this Agreement (a) that are capable of perfection pursuant to the Code 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 duly executed form) will constitute valid perfected security interests in all of the Collateral in favor of the Administrative Agent, for the ratable 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 Liens expressly permitted by the Credit Agreement.

Appears in 2 contracts

Samples: Guarantee and Collateral Agreement (Omniamerica Inc), Guarantee and Collateral Agreement (WTNH Broadcasting Inc)

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Perfected First Priority Liens. The security interests granted pursuant to this Agreement (a) that are capable of perfection pursuant to the Code 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 and, if required, duly executed form) will constitute valid perfected security interests in all of the Collateral in which a security interest may be perfected by the actions specified on Schedule 3, in favor of the Administrative Agent, Agent for the ratable benefit of the Secured Parties, as collateral security for such Grantor's Obligations’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 Liens expressly permitted by Section 9.03 of the Credit Agreement.

Appears in 2 contracts

Samples: Guarantee and Collateral Agreement (Sundance Energy Australia LTD), Guarantee and Collateral Agreement (Sundance Energy Australia LTD)

Perfected First Priority Liens. The security interests granted pursuant to this Agreement (a) that are capable of perfection pursuant to the Code 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 duly executed form) will constitute valid perfected security interests in all of the Collateral in favor of the Administrative Agent, for 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 Grantor, in each case, to the extent such security interests may be perfected by such filings and other actions and (b) are prior to all other Liens on the Collateral in existence on the date hereof except for Liens expressly permitted by the Credit Agreement.

Appears in 2 contracts

Samples: Guarantee and Collateral Agreement (Gartner Inc), Credit Agreement (Gartner Inc)

Perfected First Priority Liens. The security interests granted pursuant to this Agreement (a) that are capable of perfection pursuant to the Code 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 duly executed form, except for such filings and other documents to be delivered after the date hereof pursuant to the Credit Agreement) will constitute valid perfected security interests in all of the Collateral in favor of the Administrative Agent, for the ratable benefit of the Secured Parties, as collateral security for such Grantor's ’s Obligations, in all of the Collateral, 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 subject only to Liens expressly permitted by Section 9.03 of the Credit Agreement.

Appears in 1 contract

Samples: Guaranty and Collateral Agreement (Petro Resources Corp)

Perfected First Priority Liens. The security interests granted pursuant to this Agreement (a) that are capable of perfection pursuant to the Uniform Commercial Code of any jurisdiction 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 Collateral Agent in completed and duly executed form) will constitute valid perfected security interests in all of the Collateral in favor of the Administrative Collateral Agent, for the ratable 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 Liens expressly permitted by the Credit Agreement.

Appears in 1 contract

Samples: Credit Agreement (Viasystems Group Inc)

Perfected First Priority Liens. The security interests granted pursuant to this Agreement (a) that are capable of perfection pursuant to the Code 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 Collateral Agent in completed and duly executed form) will constitute valid perfected security interests in all of the Collateral which may be perfected by filing or such other action in favor of the Administrative Collateral Agent, for the ratable benefit of the Secured Parties, as collateral security for such Grantor's ’s Secured 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 Liens expressly permitted by pursuant to Section 9.03 of the Credit Agreement.

Appears in 1 contract

Samples: Guaranty and Collateral Agreement (Rex Energy Corp)

Perfected First Priority Liens. The security interests granted pursuant to this Agreement (a) that are capable of perfection pursuant to the Code upon completion of the filings and other actions specified on Schedule 3 C (which, in the case of all filings and other documents referred to on said Schedule, have been delivered to the Administrative Agent Lender in completed and duly executed form) will constitute valid perfected security interests in all of the Collateral in which a security interest can be perfected by the filing of a financing statement and/or the other filings and actions specified on Schedule C in favor of the Administrative Agent, for the ratable benefit of the Secured PartiesLender, as collateral security for such Grantor's the Grantor Obligations, enforceable in accordance with the terms hereof against all creditors of such the Grantor and any Persons purporting to purchase any Collateral from such the Grantor and (b) are prior to all other Liens on the Collateral in existence on the date hereof except for Liens expressly to the extent otherwise permitted by the Credit Agreement.

Appears in 1 contract

Samples: Guarantee and Security Agreement (UFood Restaurant Group, Inc.)

Perfected First Priority Liens. The security interests granted pursuant to this Agreement (a) that are capable of perfection pursuant to the Code (i) 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 made) and (ii) with respect to Vehicles, upon completion of such actions as may be requested by the Administrative Agent in completed and duly executed form) pursuant to Section 5.5, will constitute valid perfected security interests in all of the Collateral in favor of the Administrative Agent, for 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 Liens expressly as permitted by Section 6.2 of the Credit Agreement.

Appears in 1 contract

Samples: Guaranty and Collateral Agreement (Mission Resources Corp)

Perfected First Priority Liens. The security interests granted pursuant to this Agreement (a) that are capable of perfection pursuant to the Code 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 duly executed form) will constitute valid perfected security interests in all of the Collateral in favor of the Administrative Agent, for the ratable benefit of the Secured PartiesLenders, 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 Liens expressly permitted by the Credit Agreement.

Appears in 1 contract

Samples: Guarantee and Collateral Agreement (Cooperative Computing Inc /De/)

Perfected First Priority Liens. The security interests granted pursuant to this Agreement (a) that are capable of perfection pursuant to the Code 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 Collateral Agent 13 in completed and and, if required, duly executed form) will constitute valid perfected security interests in all of the Collateral in which a security interest may be perfected by the actions specified on Schedule 3, in favor of the Administrative Agent, Collateral Agent for the ratable benefit of the Secured Parties, as collateral security for such Grantor's Obligations’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 and superior to all other Liens on the Collateral in existence on the date hereof except for Liens expressly permitted by the Credit Agreementother than Excepted Liens.

Appears in 1 contract

Samples: Guarantee and Collateral Agreement (AST SpaceMobile, Inc.)

Perfected First Priority Liens. (a) The security interests granted pursuant to this Agreement (a) that are capable of perfection pursuant to the Code upon completion of the filings (to the extent that a security interest in Collateral can be perfected by filing) and other actions specified on Schedule 3 4 (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 duly executed form) and payment of all applicable fees, will constitute valid perfected security interests in all of the Collateral in favor of the Administrative Agent, for 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 except, in the case of Collateral other than Pledged Stock, Liens expressly permitted by Section 8.03 of the Credit Agreement.

Appears in 1 contract

Samples: Guarantee and Collateral Agreement (Roundy's, Inc.)

Perfected First Priority Liens. The security interests granted pursuant to this Agreement (a) that are capable of perfection pursuant to the Code 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 duly executed form) will constitute valid perfected security interests in all of the UCC Filing Collateral in favor of the Administrative Agent, for the ratable benefit of the Agents and 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 such Collateral from such Grantor and (b) are prior to all other Liens on the such Collateral in existence on the date hereof except for other than Liens expressly permitted by under Section 7.3 of the Credit AgreementAgreement (except Section 7.3(j)).

Appears in 1 contract

Samples: Guarantee and Collateral Agreement (Alliance Laundry Corp)

Perfected First Priority Liens. The security interests granted pursuant to this Agreement (a) that are capable of perfection pursuant to the Code 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 Collateral Agent in completed and duly executed form) will constitute valid perfected security interests in all of the Collateral in favor of the Administrative Collateral Agent, for the ratable benefit of the Secured PartiesLenders and the PBGC (in accordance with the terms hereof), 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 15 12 existence on the date hereof except for Liens expressly (in the case of Collateral other than Pledged Securities) permitted by subsection 7.3 of the Credit Agreement.

Appears in 1 contract

Samples: Collateral Agreement (K&f Industries Inc)

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Perfected First Priority Liens. The security interests granted pursuant to this Agreement (a) that are capable of perfection pursuant to the Uniform Commercial Code of any jurisdiction 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 Collateral Agent in completed and duly executed form) will constitute valid perfected security interests in all of the Collateral in favor of the Administrative Collateral Agent, for the ratable 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 Liens expressly permitted by the Credit Agreement.

Appears in 1 contract

Samples: Guarantee and Collateral Agreement (Wire Harness Industries Inc)

Perfected First Priority Liens. The security interests granted pursuant to this Agreement (a) that are capable of perfection pursuant to the Code 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 and, if required, duly executed form) will constitute valid perfected security interests in all of the Collateral in which a security interest may be perfected by the actions specified on Schedule 3, in favor of the Administrative Agent, Agent for the ratable benefit of the Secured PartiesGuaranteed Creditors, as collateral security for such Grantor's Obligations’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 Liens expressly permitted by clauses (b), to the extent constituting a prior Lien, or (c) of Section 9.03 of the Credit Agreement.

Appears in 1 contract

Samples: Guaranty and Collateral Agreement (EV Energy Partners, LP)

Perfected First Priority Liens. The security interests granted pursuant to this Agreement (a) that are capable of perfection pursuant to the Code upon completion of the filings (to the extent that a security interest in Collateral can be perfected by filing) 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 duly executed form) and payment of all applicable fees, will constitute valid perfected security interests in all of the Collateral in favor of the Administrative Agent, for the ratable benefit of the Secured PartiesLead Agents and the Lenders, 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 except, in the case of Collateral other than Pledged Stock, Liens expressly permitted by Section 8.3 of the Credit Agreement.

Appears in 1 contract

Samples: Guarantee and Collateral Agreement (Jondex Corp)

Perfected First Priority Liens. The security interests granted pursuant to this Agreement (a) that are capable of perfection pursuant to the Code constitute valid security interests and, 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 duly executed form) ), will constitute valid perfected security interests in all of the Collateral addresed in such Schedule 3 in favor of the Administrative Agent, for the ratable benefit of the Secured PartiesLenders, 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 Liens expressly permitted by the Credit Agreement.

Appears in 1 contract

Samples: Guarantee and Collateral Agreement (Conmed Corp)

Perfected First Priority Liens. The security interests granted pursuant to this Agreement (a) that are capable of perfection pursuant to the Code 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 duly executed form) will constitute valid perfected security interests in favor of the Administrative Agent in all of the Collateral in favor of which a security interest may be perfected by filing under the Administrative AgentUniform Commercial Code or by possession, for the ratable benefit of the Secured Parties, as collateral security for such Grantor's Obligations’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 Excepted Liens expressly permitted which have priority by the Credit Agreementoperation of law.

Appears in 1 contract

Samples: Guarantee and Collateral Agreement (Dune Energy Inc)

Perfected First Priority Liens. The security interests granted pursuant to this Agreement (a) that are capable of perfection pursuant to the Code 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 duly executed form) will constitute valid perfected security interests in all of the Collateral which may be perfected by filing or such other action in favor of the Administrative Agent, for 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 Liens expressly permitted by pursuant to Section 9.03 of the Credit Agreement.

Appears in 1 contract

Samples: Guaranty and Collateral Agreement (Rex Energy Corp)

Perfected First Priority Liens. The security interests granted pursuant to this Agreement (a) that are capable of perfection pursuant to the Code upon completion of the filings and other actions specified on Schedule 3 C (which, in the case of all filings and other documents referred to on said Schedule, have been delivered to the Administrative Agent Lender in completed and duly executed form) will constitute valid perfected security interests in all of the Collateral in which a security interest can be perfected by the filing of a financing statement and/or the other filings and actions specified on Schedule C in favor of the Administrative Agent, for the ratable benefit of the Secured PartiesLender, as collateral security for such Grantor's the Grantor Obligations, enforceable in accordance with the terms hereof against all creditors of such the Grantor and any Persons purporting to purchase any Collateral from such the Grantor and (b) are prior to all other Liens on the Collateral in existence on the date hereof except for Liens expressly to the extent otherwise permitted by the Credit Agreement.. 4.3

Appears in 1 contract

Samples: Credit Agreement (UFood Restaurant Group, Inc.)

Perfected First Priority Liens. The security interests granted pursuant to this Agreement (a) that are capable of perfection pursuant to the Code 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 duly executed form) will constitute valid perfected security interests in all of the Collateral in favor of the Administrative Agent, for 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 Grantor, in each case, to the extent such security interests may be perfected by such filings and other actions and (b) are prior to all other Liens on the Collateral in existence on the date hereof except for Liens expressly permitted by the Credit Agreement.. 4.3

Appears in 1 contract

Samples: Execution Version Guarantee and Collateral Agreement (Gartner Inc)

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