Perfection Matters. The Servicer shall have received the following:
Perfection Matters. The Security Agreement is effective to create in favor of the Administrative Agent acting for the benefit of the holders of Obligations, legal, valid and enforceable Liens on, and security interests in, the Collateral (as defined in the Security Agreement) and, (i) when financing statements and other filings in appropriate form are filed in the appropriate offices, and (ii) upon the taking of possession or control by the Administrative Agent of the Collateral (as defined in the Security Agreement) with respect to which a security interest may be perfected only by possession or control, the Liens created by the Security Agreement shall constitute fully perfected Liens on, and security interests in, all right, title and interest of the grantors thereunder in the Collateral (as defined in the Security Agreement) (other than (A) patents, trademarks, trade styles, copyrights, and other intellectual property rights (including all registrations and applications therefor) and (B) such Collateral (as defined in the Security Agreement) in which a security interest cannot be perfected under the Uniform Commercial Code as in effect at the relevant time in the relevant jurisdiction or in respect of which perfection is not required at such time by this Agreement or the Security Agreement), in each case subject to no Liens other than Permitted Encumbrances. Section 5.27
Perfection Matters. Each document (including any Uniform Commercial Code financing statement and any deposit account control agreement) required by the Security Documents or under law or reasonably requested by the Administrative Agent to be filed, executed, registered or recorded in order to create in favor of the Administrative Agent, for the benefit of the Lenders, a perfected Lien on the Collateral described therein, prior and superior in right to any other Person (other than with respect to Liens expressly permitted by Section 6.3) shall have been delivered to the Administrative Agent and shall be in proper form for filing, execution, registration or recordation.
Perfection Matters. The Administrative Agent shall have received all documents and instruments, including Uniform Commercial Code financing statements, required by law or reasonably requested by the Administrative Agent to be filed, registered or recorded to create or perfect the Liens intended to be created under the Guarantee and Collateral Agreement.
Perfection Matters. Set forth on Schedule 5.24 is the taxpayer identification number and organizational identification number of each Credit Party as of the Closing Date. The exact legal name, state of organization and address of the chief executive office of (a) the Borrower is (i) as set forth on the signature pages hereto or (ii) as may be otherwise disclosed by the Credit Parties in accordance with Section 8.15 and/or Section 4.2(b) and (b) each Guarantor is (i) as set forth on the signature pages hereto, (ii) as set forth on the signature pages to the supplement or other documentation pursuant to which such Guarantor became a party hereto or (iii) as may be otherwise disclosed by the Credit Parties in accordance with Section 8.15 and/or Section 4.2(b). Except as set forth on Schedule 5.24, no Credit Party has during the five years preceding the Closing Date (i) changed its legal name, (ii) changed its state of organization, or (iii) been party to a merger, consolidation or other change in structure.
Perfection Matters. Notwithstanding anything in this Indenture or any other Collateral Document to the contrary, with respect to the Collateral, no Issuer and no Guarantor shall be required to perfect any security interest in fixtures and other personal property (including deposit accounts) in each case securing the Securities Obligations to the extent perfection cannot be effected through (x) filings under the Uniform Commercial Code or (y) in the case of Collateral constituting Equity Interests, the delivery of stock certificates.
Perfection Matters. Xxxxxxx'x exact legal name is, and since April 18, 2016 has been, Perrigo Pharma International Designated Activity Company, and its registered office is, and for the preceding 5 years, has been Xxxxxxxx Xxxxxxxx, Xxxxx Xxxxx Xxxxxx Xxxxx, Xxxxxx 0, Xxxxxxx. Xxxxxxx'x jurisdiction of incorporation is, and for the preceding 22 years since incorporation has been, Ireland. For the preceding 22 years since incorporation, Perrigo has not been the subject of any merger or other corporate or other reorganization in which its identity or status was materially changed, except, in each case, when it was the surviving or resulting entity.
Perfection Matters. The Security Agreement is effective to create in favor of the Administrative Agent acting for the benefit of the holders of Obligations, legal, valid and
Perfection Matters. Uniform Commercial Code Filings Delaware Secretary of State Iowa Secretary of State New York Secretary of State Washington Secretary of State Wisconsin Secretary of State Patent, Trademark and Copyright Filings Intellectual property short form filings. Actions with respect to Pledged Stock Stock delivered at closing of: The Reader’s Digest Association, Inc. Xxxxxxxxxx.xxx, Inc. Ardee Music Publishing, Inc. Books Are Fun, Ltd. Christmas Angel Productions, Inc. Family Reading Program Corp. Home Service Publications, Inc. Pegasus Asia Investments, Inc. Pegasus Finance Corp. Pegasus Investment, Inc. Pegasus Sales, Inc. Pleasantville Music Publishing, Inc. QSP, Inc. QSP Distribution Services, LLC QSP Products and Programs, LLC QSP Sales, LLC QSP Services, LLC QSP Ventures, LLC RD Large Edition, Inc. RD Magazine Value Partners, Inc. R. D. Manufacturing Corporation RD Member Services, Inc. RD Publications, Inc. RD Trade Shows, Inc. RD Walking, Inc. Reader’s Digest Children’s Publishing, Inc. Reader’s Digest Consumer Services, Inc. Reader’s Digest Entertainment, Inc. Reader’s Digest Financial Services, Inc. Taste of Home Entertaining, Inc. Reader’s Digest Latinoamerica S.A. Reader’s Digest Sales and Services, Inc. Xxxxxxxxxxx.xxx, Inc. Reader’s Digest Sub Nine, Inc, Reader’s Digest Young Families, Inc. Taste of Home Media Group, Inc. Xxxxxx Media Group, Inc. Retirement Living Publishing Company, Inc. SMDDMS, Inc. Taste of Home Productions, Inc. The Reader’s Digest Association (Russia) Incorporated Travel Publications, Inc. VideOvation, Inc. W.A. Publications, LLC WAPLA, LLC World Wide Country Tours, Inc. Direct Holdings U.S. Corp. Direct Holdings Americas Inc. Direct Holdings Custom Publishing Inc. Direct Holdings Education Inc. Alex Inc. Direct Holdings Customer Service, Inc. Direct Holdings Libraries Inc. WRC Media Inc. CompassLearning, Inc. Weekly Reader Corporation Lifetime Learning Systems, Inc. World Almanac Education Group, Inc. Funk & Wagnalls Yearbook Corp. Xxxxxx Xxxxxxx, Inc. Other Actions Notes delivered at closing of: Pegasus Sales, Inc. Reader’s Digest Children’s Publishing, Inc. Reader’s Digest Sales & Services, Inc. Books Are Fun, Ltd. Schedule 4 Jurisdictions of Organization Company Name Jurisdiction The Reader’s Digest Association, Inc. Delaware Xxxxxxxxxx.xxx, Inc. Washington Ardee Music Publishing, Inc. Delaware Books Are Fun, Ltd. Iowa Christmas Angel Productions, Inc. Delaware Family Reading Program Corp. Delaware Home Service Publications, I...
Perfection Matters. Uniform Commercial Code Filings ------------------------------- The Lender is required to file with the Secretary of State in the jurisdiction of incorporation for each of the Grantors in order to perfect its security interest under the Uniform Commercial Code. See Schedule 4 for the jurisdictions of incorporation of each Grantor. Intellectual Property Filings ----------------------------- The Lender is required to file with the United States Patent and Trademark Office in order to perfect its security interest in the patents and trademarks held by each Grantor. The lender is required to file with the United States Copyright Office in order to perfect its security interest in the copyrights held by each Grantor. Actions with respect to Pledged Stock ------------------------------------- The Lender is required to hold the stock certificates of each of the Subsidiaries listed on Schedule 2. Other Actions ------------- None. Schedule 4 ---------- JURISDICTION OF ORGANIZATION AND CHIEF EXECUTIVE OFFICES Principal Executive Offices --------------------------- -------------------------------------------------------------------------------------------------------------------- Company Location ------- -------- A.H.P. Systems, Inc. 0000 Xxx Xxxxxxx Xxxxxx, Xxxxx 000, Xxx Xxxxxxx, Xxxxxxxx 00000 -------------------------------------------------------------------------------------------------------------------- Logic Covalent Corporation 000 Xxxx Xxxx, Xxxxxxx, Xxx Xxxxxxxxx 00000 -------------------------------------------------------------------------------------------------------------------- Logic Associates, Inc. 000 Xxxx Xxxx, Xxxxxxx, Xxx Xxxxxxxxx 00000 -------------------------------------------------------------------------------------------------------------------- Automation, Inc. 000 Xxxx Xxxx, Xxxxxxx, Xxx Xxxxxxxxx 00000 -------------------------------------------------------------------------------------------------------------------- printCafe, Inc. Forty 00xx Xxxxxx, Xxxxxxxxxx, Xxxxxxxxxxxx 00000 -------------------------------------------------------------------------------------------------------------------- printCafe IP Management, Inc. Forty 00xx Xxxxxx, Xxxxxxxxxx, Xxxxxxxxxxxx 00000 -------------------------------------------------------------------------------------------------------------------- printCafe Systems, Inc. Forty 00xx Xxxxxx, Xxxxxxxxxx, Xxxxxxxxxxxx 00000 ------------------------------------------------------------------------...
