Personal Property Collateral. The Administrative Agent shall have received, in form and substance satisfactory to the Administrative Agent: (i) (A) searches of UCC filings in the jurisdiction of incorporation or formation, as applicable, of each Loan Party and each jurisdiction where any Collateral is located or where a filing would need to be made in order to perfect the Administrative Agent’s security interest in the Collateral, copies of the financing statements on file in such jurisdictions and evidence that no Liens exist other than Permitted Liens and (B) tax lien, judgment and bankruptcy searches; (ii) searches of ownership of Intellectual Property in the appropriate governmental offices and such patent/trademark/copyright filings as requested by the Administrative Agent in order to perfect the Administrative Agent’s security interest in the Intellectual Property; (iii) completed UCC financing statements for each appropriate jurisdiction as is necessary, in the Administrative Agent’s sole discretion, to perfect the Administrative Agent’s security interest in the Collateral; (iv) stock or membership certificates, if any, evidencing the Pledged Equity and undated stock or transfer powers duly executed in blank; in each case to the extent such Pledged Equity is certificated; and (v) to the extent required to be delivered, filed, registered or recorded pursuant to the terms and conditions of the Collateral Documents, all instruments, documents and chattel paper in the possession of any of the Loan Parties, together with allonges or assignments as may be necessary or appropriate to create and perfect the Administrative Agent’s and the Lenders’ security interest in the Collateral.
Appears in 5 contracts
Sources: Credit Agreement (Ibotta, Inc.), Credit Agreement (Corsair Gaming, Inc.), Credit Agreement (Corsair Gaming, Inc.)
Personal Property Collateral. The Administrative Agent Lender shall have received, in form and substance satisfactory to the Administrative AgentLender:
(i) (A) searches of UCC filings in the jurisdiction of incorporation or formation, as applicable, of each Loan Party and each jurisdiction where any Collateral is located or where a filing would need to be made in order to perfect the Administrative AgentLender’s security interest in the Collateral, copies of the financing statements on file in such jurisdictions and evidence that no Liens exist other than Permitted Liens and (B) tax lien, judgment and bankruptcy searches;
(ii) searches of ownership of Intellectual Property in the appropriate governmental offices United States Patent and Trademark Office, the United States Copyright Office and such patent/trademark/copyright filings as requested by the Administrative Agent Lender in order to perfect the Administrative AgentLender’s security interest in the Intellectual PropertyProperty in the United States;
(iii) completed UCC financing statements for each appropriate jurisdiction as is necessary, in the Administrative AgentLender’s sole discretion, to perfect the Administrative AgentLender’s security interest in the Collateral;
(iv) stock or membership certificates, if any, evidencing the Pledged Equity and undated stock or transfer powers duly executed in blank; , in each case to the extent such Pledged Equity is certificated; and;
(v) to the extent required to be delivered, filed, registered or recorded pursuant to the terms and conditions of the Collateral Documents, all instruments, documents (including, if necessary, relevant page(s) of the share register book of the Borrower showing the pledge registration) and chattel paper in the possession of any of the Loan Parties, together with allonges or assignments as may be necessary or appropriate to create and perfect the Administrative AgentLender’s and the Lenders’ security interest in the Collateral.; and
Appears in 5 contracts
Sources: Credit Agreement (AstroNova, Inc.), Fourth Amendment to Amended and Restated Credit Agreement (AstroNova, Inc.), Credit Agreement (AstroNova, Inc.)
Personal Property Collateral. The Administrative Agent shall have received, in form and substance satisfactory to the Administrative Agent:
(i) (A) searches of UCC filings in the jurisdiction of incorporation or formation, as applicable, of each Loan Credit Party and each jurisdiction where any Collateral is located or where a filing would need to be made in order to perfect the Administrative Agent’s security interest in the Collateral, copies of the financing statements on file in such jurisdictions and evidence that no Liens exist other than Permitted Liens and (B) tax lien, judgment and bankruptcy pending litigation searches;
(ii) searches of ownership of Intellectual Property in the appropriate governmental offices and such patent/trademark/copyright filings as requested by the Administrative Agent in order to perfect the Administrative Agent’s security interest in the Intellectual Property;
(iii) completed UCC financing statements for each appropriate jurisdiction as is necessary, in the Administrative Agent’s sole discretion, to perfect the Administrative Agent’s security interest in the Collateral;
(iv) stock or membership certificates, if any, evidencing the Pledged Equity Interest pledged to the Administrative Agent pursuant to the Pledge Agreement and duly executed in blank undated stock or transfer powers duly executed in blank; in each case to the extent such Pledged Equity is certificated; andpowers;
(v) duly executed consents as are necessary, in the Administrative Agent’s sole discretion, to perfect the Lenders’ security interest in the Collateral;
(vi) to the extent required to be deliveredby the Administrative Agent, filedin the case of any personal property Collateral with an aggregate value in excess of $1,000,000 located at premises leased by a Credit Party and set forth on Schedule 3.19(a) such estoppel letters, registered or recorded pursuant consents and waivers from the landlords of such real property to the terms extent the Borrower is able to secure such letters, consents and conditions waivers after using commercially reasonable efforts (such letters, consents and waivers shall be in form and substance satisfactory to the Administrative Agent, it being acknowledged and agreed that any landlord waiver in the form of Exhibit 4.1(d) is satisfactory to the Collateral Documents, Administrative Agent);
(vii) all instruments, documents instruments and chattel paper in the possession of any of the Loan Credit Parties, together with allonges or assignments as may be necessary or appropriate to create and perfect the Administrative Agent’s and the Lenders’ security interest in the Collateral;
(viii) with respect to the prior Indebtedness of the Credit Parties, such documentation as may be required by the Administrative Agent to demonstrate that any previously executed deposit account control agreements with respect to the Credit Parties’ deposit accounts have been terminated;
(ix) with respect to the prior Indebtedness of the Credit Parties, such documentation as may be required by the Administrative Agent to demonstrate that any previously executed securities account control agreements with respect to the Credit Parties’ securities accounts have been terminated; and
(x) such documentation as may be required by the Administrative Agent to comply with the Federal Assignment of Claims Act; and the Credit Parties shall take such actions as may be required by the Administrative Agent to file such documentation with the appropriate Governmental Authorities.
Appears in 4 contracts
Sources: Credit Agreement (Osi Systems Inc), Credit Agreement (Osi Systems Inc), Credit Agreement (Osi Systems Inc)
Personal Property Collateral. The Administrative Agent shall have receivedreceived the following (including any of the following delivered in connection with or under the Existing Credit Agreement with respect to any applicable Collateral, the further delivery of which would, in form and substance satisfactory to the judgment of the Administrative Agent:, be redundant or duplicative of such items previously delivered):
(i) (A) updated searches of UCC Uniform Commercial Code filings in the jurisdiction of incorporation or formation, as applicable, organization of each Loan Party and each jurisdiction where any Collateral is located or where a filing would need to be made in order to perfect the Administrative Agent’s security interest in the Collateral, copies of the financing statements on file in such jurisdictions and evidence that no Liens exist other than Permitted Liens and (B) tax lien, judgment and bankruptcy searchesLiens;
(ii) searches of ownership of Intellectual Property in the appropriate governmental offices and such patent/trademark/copyright filings as requested by the Administrative Agent in order to perfect the Administrative Agent’s security interest in the Intellectual Property;
(iii) completed duly executed UCC financing statements for each appropriate jurisdiction as is necessary, in the Administrative Agent’s sole discretion, to perfect the Administrative Agent’s security interest in the Collateral;
(iii) updated searches of ownership of, and Liens on, intellectual property of each Loan Party in the appropriate governmental offices;
(iv) stock or membership certificatesall certificates evidencing any certificated Capital Stock pledged to the Administrative Agent pursuant to the Pledge Agreement, if any, evidencing the Pledged Equity and undated stock or transfer powers together with duly executed in blank; in each case to the extent such Pledged Equity is certificated; and, undated stock powers attached thereto;
(v) duly executed notices of grant of security interest in the form required by the Pledge Agreement as are necessary, in the Administrative Agent’s sole discretion, to perfect the extent required to be delivered, filed, registered or recorded pursuant to Administrative Agent’s security interest in the terms and conditions of the Collateral Documents, Collateral;
(vi) all instruments, documents instruments and chattel paper (if any) in the possession of any of the Loan Parties, together with allonges or assignments as may be necessary or appropriate to create and perfect the Administrative Agent’s and security interest in the Lenders’ Collateral; and
(vii) duly executed consents as are necessary, in the Administrative Agent’s sole discretion, to perfect the Administrative Agent’s security interest in the Collateral.
Appears in 4 contracts
Sources: Credit Agreement (Ryman Hospitality Properties, Inc.), Credit Agreement (Gaylord Entertainment Co /De), Credit Agreement (Gaylord Entertainment Co /De)
Personal Property Collateral. The Administrative Agent shall have receivedreceived the following (including any of the following delivered in connection with or under the Existing Credit Agreement with respect to any applicable Collateral, the further delivery of which would, in form and substance satisfactory to the judgment of the Administrative Agent:, be redundant or duplicative of such items previously delivered):
(i) (A) updated searches of UCC Uniform Commercial Code filings in the jurisdiction of incorporation or formation, as applicable, organization of each Loan Party and each jurisdiction where any Collateral is located or where a filing would need to be made in order to perfect the Administrative Agent’s security interest in the Collateral, copies of the financing statements on file in such jurisdictions and evidence that no Liens exist other than Permitted Liens and (B) tax lien, judgment and bankruptcy searchesLiens;
(ii) searches of ownership of Intellectual Property in the appropriate governmental offices and such patent/trademark/copyright filings as requested by the Administrative Agent in order to perfect the Administrative Agent’s security interest in the Intellectual Property;
(iii) completed duly executed UCC financing statements for each appropriate jurisdiction as is necessary, in the Administrative Agent’s sole discretion, to perfect the Administrative Agent’s security interest in the Collateral;
(iii) updated searches of ownership of, and Liens on, intellectual property f each Loan Party in the appropriate governmental offices;
(iv) stock or membership certificatesall certificates evidencing any certificated Capital Stock pledged to the Administrative Agent pursuant to the Pledge Agreement, if any, evidencing the Pledged Equity and undated stock or transfer powers together with duly executed in blank; in each case to the extent such Pledged Equity is certificated; and, undated stock powers attached thereto;
(v) duly executed notices of grant of security interest in the form required by the Pledge Agreement as are necessary, in the Administrative Agent’s sole discretion, to perfect the extent required to be delivered, filed, registered or recorded pursuant to Administrative Agent’s security interest in the terms and conditions of the Collateral Documents, Collateral;
(vi) all instruments, documents instruments and chattel paper (if any) in the possession of any of the Loan Parties, together with allonges or assignments as may be necessary or appropriate to create and perfect the Administrative Agent’s and security interest in the Lenders’ Collateral; and
(vii) duly executed consents as are necessary, in the Administrative Agent’s sole discretion, to perfect the Administrative Agent’s security interest in the Collateral.
Appears in 3 contracts
Sources: Credit Agreement (Ryman Hospitality Properties, Inc.), Amendment No. 1 and Joinder Agreement (Ryman Hospitality Properties, Inc.), Credit Agreement (Ryman Hospitality Properties, Inc.)
Personal Property Collateral. The Administrative Agent shall have received, in form and substance reasonably satisfactory to the Administrative Agent:
(i) (A) searches of UCC filings or equivalents in the jurisdiction of incorporation or formation, as applicable, of each Loan Party and each jurisdiction where any Collateral is located or where a filing would need to be made in order to perfect the Administrative Agent’s security interest in the Collateral, copies of the financing statements on file in such jurisdictions and evidence that no Liens exist other than Permitted Liens and (B) tax lien, judgment and bankruptcy searches;
(ii) searches of ownership of Intellectual Property in the appropriate governmental offices and such patent/trademark/copyright and other filings as requested by the Administrative Agent in order to perfect the Administrative Agent’s security interest in the Intellectual Property;
(iii) completed UCC financing statements or equivalents for each appropriate jurisdiction as is necessary, in the Administrative Agent’s sole discretion, to perfect the Administrative Agent’s security interest in the Collateral;
(iv) stock or membership certificates, if any, evidencing the Pledged Equity and undated stock or transfer powers duly executed in blank; in each case to the extent such Pledged Equity is certificated;
(v) all filing and recording fees and taxes shall have been duly paid and any surveys, title insurance, landlord waivers and access letters requested by the Administrative Agent with respect to real property interests of the Borrower and its Subsidiaries shall have been obtained; and
(vvi) to the extent required to be delivered, filed, registered or recorded pursuant to the terms and conditions of the Collateral Documents, all instruments, documents and chattel paper in the possession of any of the Loan Parties, together with allonges or assignments as may be necessary or appropriate to create and perfect the Administrative Agent’s and the Lenders’ security interest in the Collateral.
Appears in 3 contracts
Sources: Credit Agreement (Zeta Global Holdings Corp.), Credit Agreement (Zeta Global Holdings Corp.), Credit Agreement (Zeta Global Holdings Corp.)
Personal Property Collateral. The Administrative Agent shall have received, in form and substance satisfactory to the Administrative Agent:
(i) (A) searches of UCC filings in the jurisdiction of incorporation or formation, as applicable, of each Loan Party and each jurisdiction where any Collateral is located or where a filing would need to be made in order to perfect the Administrative Agent’s security interest in the Collateral, copies of the financing statements on file in such jurisdictions and evidence that no Liens exist other than Permitted Liens and (B) tax lien, judgment and bankruptcy searches;
(ii) searches of ownership of Intellectual Property in the appropriate governmental offices and such patent/trademark/copyright filings as requested by the Administrative Agent in order to perfect the Administrative Agent’s security interest in the Intellectual Property;
(iii) completed UCC financing statements for each appropriate jurisdiction as is necessary, in the Administrative Agent’s sole discretion, to perfect the Administrative Agent’s security interest in the Collateral;
(iv) stock or membership certificates, if any, evidencing the Pledged Equity and undated stock or transfer powers duly executed in blank; in each case to the extent such Pledged Equity is certificated; and
(v) to the extent required to be delivered, filed, registered or recorded pursuant to the terms and conditions of the Collateral Documents, all instruments, documents and chattel paper in the possession of any of the Loan Parties, together with allonges or assignments as may be necessary or appropriate to create and perfect the Administrative Agent’s and the Lenders’ security interest in the Collateral.
Appears in 3 contracts
Sources: Credit Agreement (Benchmark Electronics Inc), Credit Agreement (Benchmark Electronics Inc), Credit Agreement (Benchmark Electronics Inc)
Personal Property Collateral. The Administrative Agent shall have received, in form and substance satisfactory to the Administrative Agent:
(i) (A) searches of UCC filings in the jurisdiction of incorporation or formation, as applicable, of each Loan Credit Party and each jurisdiction where any Collateral is located or where a filing would need to be made in order to perfect the Administrative Agent’s security interest in the Collateral, copies of the financing statements on file in such jurisdictions and evidence that no Liens exist other than Permitted Liens and (B) tax lien, judgment and bankruptcy pending litigation searches;
(ii) searches of ownership of Intellectual Property in the appropriate governmental offices and such patent/trademark/copyright filings as requested by the Administrative Agent in order to perfect the Administrative Agent’s security interest in the Intellectual Property;
(iii) completed UCC financing statements for each appropriate jurisdiction as is necessary, in the Administrative Agent’s sole discretion, to perfect the Administrative Agent’s security interest in the Collateral;
(iv) subject to Section 5.16(d), stock or membership certificates, if any, evidencing the Pledged Equity Interest pledged to the Administrative Agent pursuant to the Pledge Agreement and duly executed in blank undated stock or transfer powers duly executed in blank; in each case to the extent such Pledged Equity is certificated; andpowers;
(v) duly executed consents as are necessary, in the Administrative Agent’s sole discretion, to perfect the Lenders’ security interest in the Collateral;
(vi) to the extent required to be deliveredby the Administrative Agent, filedin the case of any personal property Collateral with an aggregate value in excess of $1,000,000 located at premises leased by a Credit Party and set forth on Schedule 3.19(a) such estoppel letters, registered or recorded pursuant consents and waivers from the landlords of such real property to the terms extent the Borrower is able to secure such letters, consents and conditions waivers after using commercially reasonable efforts (such letters, consents and waivers shall be in form and substance satisfactory to the Administrative Agent, it being acknowledged and agreed that any landlord waiver in the form of Exhibit 4.1(d) is satisfactory to the Collateral Documents, Administrative Agent);
(vii) all instruments, documents instruments and chattel paper in the possession of any of the Loan Credit Parties, together with allonges or assignments as may be necessary or appropriate to create and perfect the Administrative Agent’s and the Lenders’ security interest in the Collateral;
(viii) Deposit Account Control Agreements satisfactory to the Administrative Agent with respect to each deposit account, except payroll accounts and to the extent otherwise determined by the Administrative Agent;
(ix) Securities Account Control Agreements satisfactory to the Administrative Agent with respect to each securities account, except payroll accounts and to the extent otherwise determined by the Administrative Agent; and
(x) such documentation as may be required by the Administrative Agent to comply with the Federal Assignment of Claims Act; and the Credit Parties shall take such actions as may be required by the Administrative Agent to file such documentation with the appropriate Governmental Authorities.
Appears in 3 contracts
Sources: Credit Agreement (Osi Systems Inc), Credit Agreement (Osi Systems Inc), Credit Agreement (Osi Systems Inc)
Personal Property Collateral. The Administrative Agent shall have received, in form and substance satisfactory to the Administrative Agent:
(i) (A) searches of UCC filings in the jurisdiction of incorporation or formation, as applicable, of each Loan Credit Party and each jurisdiction where any Collateral is located or where a filing would need to be made in order to perfect the Administrative Agent’s security interest in the Collateral, copies of the financing statements on file in such jurisdictions and evidence as of the Closing Date that no Liens exist other than Permitted Liens and (B) tax lien, lien and judgment and bankruptcy searches;
(ii) searches of ownership of Intellectual Property in the appropriate governmental offices and such patent/trademark/copyright filings as requested by the Administrative Agent in order to perfect the Administrative Agent’s security interest in the Intellectual Property;
(iii) completed UCC financing statements for each appropriate jurisdiction as is necessary, in the Administrative Agent’s sole discretion, to perfect the Administrative Agent’s security interest in the Collateral;
(iviii) subject to Section 5.16(e)(v) hereof, stock or membership certificates, if any, evidencing the Pledged Equity Interests pledged to the Administrative Agent pursuant to the Pledge Agreement and undated stock or transfer powers duly executed in blank; ;
(iv) duly executed consents as are necessary, in each case the Administrative Agent’s reasonable discretion, to perfect the extent such Pledged Equity is certificated; andLenders’ security interest in the Collateral;
(v) to the extent required to be delivered, filed, registered or recorded delivered pursuant to the terms and conditions of the Collateral DocumentsSecurity Documents and listed on Schedule 3.16(b), all instruments, documents and chattel paper in the possession of any of the Loan Credit Parties, together with allonges or assignments as may be necessary or appropriate to create and perfect the Administrative Agent’s and the Lenders’ security interest in the Collateral.;
(vi) Deposit Account Control Agreements satisfactory to the Administrative Agent to the extent required to be delivered pursuant to Section 6.14;
(vii) Securities Account Control Agreements satisfactory to the Administrative Agent to the extent required to be delivered pursuant to Section 6.14; and
Appears in 2 contracts
Sources: Credit Agreement (CrossAmerica Partners LP), Credit Agreement (CrossAmerica Partners LP)
Personal Property Collateral. The Administrative Agent shall have received, in form and substance satisfactory to the Administrative Agent:
(i) (A) searches of UCC filings in the jurisdiction of incorporation or formation, as applicable, of each Loan Credit Party and each jurisdiction where any Collateral is located or where a filing would need to be made in order to perfect the Administrative Agent’s security interest in the Collateral, copies of the financing statements on file in such jurisdictions and evidence that no Liens exist other than Permitted Liens and (B) tax lien, lien and judgment and bankruptcy searches;
(ii) searches of ownership of Intellectual Property in the appropriate governmental offices and such patent/trademark/copyright filings as requested by the Administrative Agent in order to perfect the Administrative Agent’s security interest in the Intellectual Property;
(iii) completed UCC financing statements for each appropriate jurisdiction as is necessary, in the Administrative Agent’s sole discretion, to perfect the Administrative Agent’s security interest in the Collateral;
(iv) stock or membership certificates, if any, evidencing the Pledged Equity Interests pledged to the Administrative Agent pursuant to the Pledge Agreement and undated stock or transfer powers duly executed in blank; ;
(v) duly executed consents as are necessary, in each the Administrative Agent’s sole discretion, to perfect the Lenders’ security interest in the Collateral;
(vi) in the case of any personal property Collateral located at premises leased by a Credit Party and set forth on Schedule 3.16(f)(ii) such estoppel letters, consents and waivers from the landlords of such real property to the extent required to be delivered in connection with Section 5.14 (such Pledged Equity letters, consents and waivers shall be in form and substance satisfactory to the Administrative Agent, it being acknowledged and agreed that any landlord waiver in substantially the form of Exhibit 4.1(d) is certificated; andsatisfactory to the Administrative Agent);
(vvii) to the extent required to be delivered, filed, registered or recorded delivered pursuant to the terms and conditions of the Collateral Security Documents, all instruments, documents and chattel paper in the possession of any of the Loan Credit Parties, together with allonges or assignments as may be necessary or appropriate to create and perfect the Administrative Agent’s and the Lenders’ security interest in the Collateral.;
(viii) Deposit Account Control Agreements satisfactory to the Administrative Agent to the extent required to be delivered pursuant to Section 6.14;
(ix) Securities Account Control Agreements satisfactory to the Administrative Agent to the extent required to be delivered pursuant to Section 6.14; it being understood and agreed that satisfaction of the conditions set forth in the preceding clauses (d)(v), (vi), (vii), (viii) and (ix) is not required for the initial Extensions of Credit on the Closing Date so long as the Company has used commercially reasonable efforts to deliver the items therein set forth; and
Appears in 2 contracts
Sources: Credit Agreement (Primo Water Corp), Credit Agreement (Primo Water Corp)
Personal Property Collateral. The Administrative Agent shall have received, in form and substance reasonably satisfactory to the Administrative Agent:
(i) (A) searches of UCC Uniform Commercial Code filings in the jurisdiction of the chief executive office of each Borrower, the state of incorporation or formation, as applicable, organization of each Loan Party Borrower and each jurisdiction where any Collateral is located or where a filing would need to be made in order to perfect the Administrative Agent’s 's security interest in the Collateral, copies of the financing statements on file in such jurisdictions and evidence that no Liens exist other than Permitted Liens and (B) tax lien, judgment and bankruptcy searchesLiens;
(ii) UCC financing statements for each appropriate jurisdiction as is necessary, in the Administrative Agent's sole discretion, to perfect the Administrative Agent's security interest in the Collateral;
(iii) searches of ownership of Intellectual Property in the appropriate governmental offices and such patent/trademark/copyright filings as requested by the Administrative Agent in order to perfect the Administrative Agent’s 's security interest in the Intellectual Property;
(iii) completed UCC financing statements for each appropriate jurisdiction as is necessary, in the Administrative Agent’s sole discretion, to perfect the Administrative Agent’s security interest in the Collateral;
(iv) all stock or membership certificates, if any, evidencing the Pledged Equity and Capital Stock pledged to the Administrative Agent pursuant to the Pledge Agreement, together with duly executed in blank undated stock or transfer powers duly executed in blank; in each case to the extent such Pledged Equity is certificated; andattached thereto;
(v) to the extent required to be delivered, filed, registered or recorded pursuant to the terms and conditions of the Collateral Documents, all instruments, documents instruments (excluding checks) and chattel paper in the possession of any of the Loan PartiesBorrowers, together with allonges or assignments as may be necessary or appropriate to create and perfect the Administrative Agent’s 's security interest in such instruments and chattel paper;
(vi) with respect to any Collateral held by a warehouseman or a bailee, such estoppel letter, consent and waiver from such warehousemen or bailee as may be reasonably required by the Lenders’ Administrative Agent;
(vii) in the case of any warehouse, plant or other real property material to the Borrowers' business that is leased by a Borrower, such estoppel letters, consents and waivers from the landlords on such real property as may be required by the Administrative Agent;
(viii) with respect to the deposit accounts and securities accounts of the Borrowers, such control agreements as may be required by the Administrative Agent;
(ix) with respect to any Material Contract, such collateral assignment and consent to collateral assignment as may be required by the Administrative Agent; and
(x) such other duly executed agreements or consents as are necessary, in the Administrative Agent's reasonable discretion, to perfect the Administrative Agent's security interest in the Collateral.
Appears in 2 contracts
Sources: Credit Agreement (Si International Inc), Credit Agreement (Si International Inc)
Personal Property Collateral. The Administrative Agent Initial Lenders shall have received, in form and substance satisfactory to the Administrative AgentInitial Lenders:
(i) (A) searches of UCC filings in the jurisdiction of incorporation or formation, as applicable, of each Loan Party and each jurisdiction where any Collateral is located or where a filing would need to be made in order to perfect the Administrative Collateral Agent’s security interest in the Collateral, copies of the financing statements on file in such jurisdictions and evidence that no Liens exist other than Permitted Liens and (B) tax lien, judgment and bankruptcy searches;
(ii) searches of ownership of Intellectual Property in the appropriate governmental offices and such patent/trademark/, trademark and copyright filings as requested by the Administrative Agent Initial Lenders in order to perfect the Administrative Collateral Agent’s security interest in the Intellectual Property;
(iii) completed UCC financing statements for each appropriate jurisdiction as is necessary, in the Administrative Agent’s Initial Lenders’ sole discretion, to perfect the Administrative Collateral Agent’s security interest in the Collateral;
(iv) stock or membership certificates, if any, evidencing the Pledged Equity and undated stock or transfer powers duly executed in blank; in each case to the extent such Pledged Equity is certificated; and;
(v) to the extent required to be delivered, filed, registered or recorded pursuant to the terms and conditions of the Collateral Documents, all instruments, documents and chattel paper in the possession of any of the Loan Parties, together with allonges or assignments as may be necessary or appropriate to create and perfect the Administrative Collateral Agent’s and the Lenders’ security interest in the Collateral; and
(vi) Qualifying Control Agreements satisfactory to the Initial Lenders to the extent required to be delivered pursuant to Section 6.13.
Appears in 2 contracts
Sources: Credit Agreement (Inseego Corp.), Credit Agreement (Inseego Corp.)
Personal Property Collateral. The Administrative Agent shall have received, in form and substance reasonably satisfactory to the Administrative Agent:
(i) (A) searches of UCC filings in the jurisdiction of incorporation or formation, as applicable, of each Loan Party and and, to the extent requested by Agent, each jurisdiction where any Collateral is located or where a filing would need to be made in order to perfect the Administrative Agent’s security interest in the Collateral, copies of the financing statements on file in such jurisdictions and evidence that no Liens exist other than Permitted Liens and (B) tax lien, judgment and bankruptcy searches;
(ii) searches of ownership of Intellectual Property in the appropriate governmental offices and such patent/trademark/copyright filings as requested by the Administrative Agent in order to perfect the Administrative Agent’s security interest in the Intellectual Property;
(iii) completed UCC financing statements for each appropriate jurisdiction as is necessary, in the Administrative Agent’s sole discretion, to perfect the Administrative Agent’s security interest in the Collateral;
(iviii) stock or membership certificates, if any, evidencing the Pledged Equity Collateral and undated stock or transfer powers duly executed in blank; , in each case to the extent such Pledged Equity Collateral is certificated;
(iv) in the case of any personal property Collateral located at premises leased by a Loan Party and set forth on Schedule 5.21(g)(ii), such estoppel letters, consents and waivers from the landlords of such real property to the extent required to be delivered in connection with Section 6.13(b) (such letters, consents and waivers shall be in form and substance reasonably satisfactory to Agent); and
(v) to the extent required to be delivered, filed, registered or recorded delivered pursuant to the terms and conditions of the Collateral Documents, all instruments, documents and chattel paper in the possession of any of the Loan Parties, together with allonges or assignments as may be necessary or appropriate to create and perfect the Administrative Agent’s and the Lenders’ security interest in the Collateral.
Appears in 2 contracts
Sources: Credit Agreement (RigNet, Inc.), Credit Agreement (RigNet, Inc.)
Personal Property Collateral. The Administrative Agent shall have received, in form and substance satisfactory to the Administrative Agent:
(i) (A) searches of UCC filings in the jurisdiction of incorporation or formation, as applicable, of each Loan Party and each jurisdiction where any Collateral is located or where a filing would need to be made in order to perfect the Administrative Agent’s security interest in the Collateral, copies of the financing statements on file in such jurisdictions and evidence that no Liens exist other than Permitted Liens and (B) tax lien, judgment and bankruptcy searches;
(ii) searches of ownership of Intellectual Property in the appropriate governmental offices and such patent/trademark/copyright filings as requested by the Administrative Agent in order to perfect the Administrative Agent’s security interest in the Intellectual Property;
(iii) completed UCC financing statements for each appropriate jurisdiction as is necessary, in the Administrative Agent’s sole discretion, to perfect the Administrative Agent’s security interest in the Collateral;
(iviii) stock or membership certificates, if any, evidencing the Pledged Equity and undated stock or transfer powers duly executed in blank; in each case to the extent such Pledged Equity is certificated;
(iv) in the case of any personal property Collateral located at ▇▇▇ ▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇ ▇▇▇, ▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇ (the “Hollywood FL Location”), such estoppel letters, consents and waivers from the landlord of such real property (such letters, consents and waivers shall be in form and substance satisfactory to the Administrative Agent); and
(v) to the extent required to be delivered, filed, registered or recorded pursuant to the terms and conditions of the Collateral Documents, all instruments, documents and chattel paper in the possession of any of the Loan Parties, together with allonges or assignments as may be necessary or appropriate to create and perfect the Administrative Agent’s and the Lenders’ security interest in the Collateral.
Appears in 2 contracts
Sources: Credit Agreement (NV5 Global, Inc.), Credit Agreement (NV5 Global, Inc.)
Personal Property Collateral. The Administrative Agent shall have received, in form and substance satisfactory to the Administrative Agent:
(i) (A) searches of UCC Uniform Commercial Code filings in the jurisdiction of incorporation or formation, as applicable, the chief executive office of each Loan Credit Party and each jurisdiction where any Collateral is located or where a filing would need to be made in order to perfect the Administrative Agent’s security interest in the Collateral, copies of the financing statements on file in such jurisdictions and evidence that no Liens exist other than Permitted Liens and (B) tax lien, judgment and bankruptcy searchesLiens;
(ii) searches of ownership of Intellectual Property in the appropriate governmental offices and such patent/trademark/copyright filings as requested by the Administrative Agent in order to perfect the Administrative Agent’s security interest in the Intellectual Property;
(iii) completed duly executed UCC financing statements for each appropriate jurisdiction as is necessary, in the Administrative Agent’s sole discretion, to perfect the Administrative Agent’s security interest in the Collateral;
(iii) searches of ownership of intellectual property in the appropriate governmental offices and such patent/trademark/copyright filings as requested by the Administrative Agent in order to perfect the Administrative Agent’s security interest in the Collateral consisting of intellectual property;
(iv) all stock or membership certificates, if any, certificates evidencing the Pledged Equity and undated stock or transfer powers Capital Stock pledged to the Administrative Agent pursuant to the Pledge Agreement, together with duly executed in blank; in each case blank undated stock powers attached thereto (unless, with respect to the extent pledged Capital Stock of any Foreign Subsidiary, such Pledged Equity is certificated; andstock powers are deemed unnecessary by the Administrative Agent in its reasonable discretion under the law of the jurisdiction of incorporation of such Person);
(v) to the extent required to be delivered, filed, registered or recorded pursuant to the terms and conditions of the Collateral Documents, all instruments, documents instruments and chattel paper evidencing obligations in excess of $100,000 in the aggregate in the possession of any of the Loan Credit Parties, together with allonges or assignments as may be necessary or appropriate to create and perfect the Administrative Agent’s and security interest in such Collateral;
(vi) duly executed consents as are necessary, in the Administrative Agent’s sole discretion, to perfect the Lenders’ security interest in the Collateral; and
(vii) in the case of any personal property Collateral located at premises leased by a Credit Party, such estoppel letters, consents and waivers from the landlords on such real property as may be required by and in form and substance satisfactory to the Administrative Agent.
Appears in 2 contracts
Sources: Credit Agreement (Consolidated Graphics Inc /Tx/), Credit Agreement (Consolidated Graphics Inc /Tx/)
Personal Property Collateral. The Administrative Agent shall have received, in form and substance satisfactory to the Administrative Agent:
(i) (A) searches of UCC (or its equivalent in the relevant jurisdiction) filings in the jurisdiction of incorporation or formation, as applicable, of each Loan Party and each jurisdiction where any Collateral is located or where a filing would need to be made in order to perfect the Administrative Agent’s security interest in the Collateral, copies of the financing statements on file in such jurisdictions and evidence that no Liens exist other than Permitted Liens and (B) tax lien, judgment and bankruptcy searches;
(ii) searches of ownership of Intellectual Property owned by each of the Loan Parties in the appropriate U.S. governmental offices and such patent/trademark/copyright filings as requested by the Administrative Agent in order to perfect the Administrative Agent’s security interest in the U.S. Intellectual PropertyProperty owned by each Domestic Loan Party;
(iii) completed UCC (or its equivalent in the relevant jurisdiction) financing statements for each appropriate jurisdiction as is necessary, in the Administrative Agent’s sole discretionnecessary and applicable, to perfect the Administrative Agent’s security interest in the Collateral;
(iv) (A) stock or membership certificates, if any, evidencing the Pledged Equity and undated stock or transfer powers duly executed in blank; in each case to the extent such Pledged Equity is certificated; andcertificated and (B) to the extent applicable, an update to the register of mortgages with respect to any Pledged Equity pledged by Holdings;
(v) to the extent required to be delivered, filed, registered or recorded pursuant to the terms and conditions of the Collateral Documents, all instruments, documents (including relevant page(s) of the register or mortgages and charges of Holdings showing the pledge registration) and chattel paper in the possession of any of the Loan Parties, together with allonges or assignments as may be necessary or appropriate to create and perfect the Administrative Agent’s and the Lenders’ security interest in the Collateral; and
(vi) a perfection certificate executed and delivered by a Responsible Officer of each Domestic Loan Party.
Appears in 2 contracts
Sources: Credit Agreement (Cambium Networks Corp), Credit Agreement (Cambium Networks Corp)
Personal Property Collateral. The Administrative Agent shall have received, in form and substance satisfactory to the Administrative Agent:
(i) (A) searches of UCC filings in the jurisdiction of incorporation or formation, as applicable, of each Loan Party and each jurisdiction where any Collateral is located or where a filing would need to be made in order to perfect the Administrative Collateral Agent’s security interest in the Collateral, copies of the financing statements on file in such jurisdictions and evidence that no Liens exist other than Permitted Liens and (B) tax lien, judgment and bankruptcy searches;
(ii) searches of ownership of Intellectual Property in the appropriate U.S. governmental offices (i.e., the United States Patent and Trademark Office and United States Copyright Office) and such patent/trademark/copyright filings as requested by the Administrative Agent in order to perfect the Administrative Collateral Agent’s security interest in the U.S. Intellectual PropertyProperty included in the Collateral (and certain of which searches may be provided after the Closing Date as determined by the Administrative Agent);
(iii) completed UCC financing statements for each appropriate jurisdiction as is necessary, in the Administrative Collateral Agent’s sole discretion, to perfect the Administrative Agent’s security interest in the Collateral;
(iv) original executed stock or membership certificates, if any, evidencing the Pledged Equity Collateral and undated stock or transfer powers duly executed in blank; in each case to the extent such Pledged Equity Collateral is certificated; andcertificated (it being agreed that the requirement of this Section 4.01(f)(iv) shall be deemed satisfied by delivery of such certificates and stock or transfer powers to the ABL Agent);
(v) in the case of any personal property Collateral located at premises leased by a Loan Party and set forth on Schedule 5.21(g), or at other locations pursuant to warehouseman, consignment, processing or similar agreements, such estoppel letters, consents and waivers from the landlords of such real property or third parties with possession of such Collateral required to be delivered in connection with Section 6.14 (such letters, consents and waivers shall be in form and substance satisfactory to the Administrative Agent, it being acknowledged and agreed that any Landlord Waiver is satisfactory to the Administrative Agent);
(vi) to the extent required to be delivered, filed, registered or recorded pursuant to the terms and conditions of the Collateral Documents, all instruments, documents and chattel paper in the possession of any of the Loan Parties, together with allonges or assignments as may be necessary or appropriate to create and perfect the Administrative Agent’s and the Lenders’ security interest in the CollateralCollateral (it being agreed that the requirement of this Section 4.01(f)(vi) shall be deemed satisfied by delivery of such instruments, documents and chattel paper to the ABL Agent); and
(vii) Qualifying Control Agreements satisfactory to the Administrative Agent required to be delivered pursuant to Section 6.14.
Appears in 2 contracts
Sources: Term Loan Agreement (Armstrong Flooring, Inc.), Term Loan Agreement (Armstrong Flooring, Inc.)
Personal Property Collateral. The Administrative Agent Lender shall have received, in form and substance satisfactory to the Administrative AgentLender:
(i) (A) searches of UCC filings in the jurisdiction of incorporation or formation, as applicable, of each Loan Party and each jurisdiction where any Collateral is located or where a filing would need to be made in order to perfect the Administrative AgentLender’s security interest in the Collateral, copies of the financing statements on file in such jurisdictions and evidence that no Liens exist other than Permitted Liens and (B) tax lien, judgment and bankruptcy searches;
(ii) searches of ownership of Intellectual Property in the appropriate governmental offices and such patent/trademark/copyright filings as requested by the Administrative Agent Lender in order to perfect the Administrative AgentLender’s security interest in the Intellectual Property;
(iii) completed UCC financing statements for each appropriate jurisdiction as is necessary, in the Administrative AgentLender’s sole discretion, to perfect the Administrative AgentLender’s security interest in the Collateral;
(iv) stock or membership certificates, if any, evidencing the Pledged Equity and undated stock or transfer powers duly executed in blank; in each case to the extent such Pledged Equity is certificated; and;
(v) to the extent required to be delivered, filed, registered or recorded delivered pursuant to the terms and conditions of the Collateral Documents, all instruments, documents and chattel paper in the possession of any of the Loan Parties, together with allonges or assignments as may be necessary or appropriate to create and perfect the Administrative AgentLender’s and the Lenders’ security interest in the Collateral; and
(vi) Statement of Purpose for an Extension of Credit Secured by Margin Stock (Federal Reserve Form U-1).
Appears in 2 contracts
Sources: Credit Agreement (Hackett Group, Inc.), Credit Agreement (Hackett Group, Inc.)
Personal Property Collateral. The Administrative Agent shall have received, in form and substance satisfactory to the Administrative Agent:
(i) (A) searches of UCC filings in the jurisdiction of incorporation or formation, as applicable, of each Loan Party and each jurisdiction where any Collateral is located or where a filing would need to be made in order to perfect the Administrative Agent’s security interest in the Collateral, copies of the financing statements on file in such jurisdictions and evidence that no Liens exist other than Permitted Liens and (B) tax lien, judgment and bankruptcy searches;
(ii) searches of ownership of Intellectual Property in the appropriate governmental offices and such patent/trademark/copyright filings as requested by the Administrative Agent in order to perfect the Administrative Agent’s security interest in the Intellectual Property;
(iii) completed UCC financing statements for each appropriate jurisdiction as is necessary, in the Administrative Agent’s sole discretion, to perfect the Administrative Agent’s security interest in the Collateral;
(ivii) stock or membership certificatesall certificates evidencing any certificated Equity Interests pledged to the Administrative Agent pursuant to the Security Agreement, if any, evidencing the Pledged Equity and undated stock or transfer powers together with duly executed in blank; , undated stock powers attached thereto (unless, with respect to the pledged Equity Interests of any Foreign Subsidiary, such stock powers are deemed unnecessary by the Administrative Agent in each its reasonable discretion under the Law of the jurisdiction of organization of such Person);
(iii) in the case of any personal property Collateral located at premises leased by a Loan Party and set forth on Schedule 5.20(c), such estoppel letters, consents and waivers from the landlords of such real property to the extent required to be delivered in connection with Section 6.14 (such Pledged Equity letters, consents and waivers shall be in form and substance satisfactory to the Administrative Agent, it being acknowledged and agreed that any landlord waiver is certificated; andsatisfactory to the Administrative Agent)
(viv) to the extent required to be delivered, filed, registered or recorded pursuant to the terms and conditions of the Collateral Documents, all instruments, documents and chattel paper in the possession of any of the Loan Parties, together with allonges or assignments as may be necessary or appropriate to create and perfect the Administrative Agent’s and the Lenders’ security interest in the Collateral; and
(v) duly executed notices of grant of security interest in the form required by the Security Agreement as are necessary, in the Administrative Agent’s sole discretion, to perfect the Administrative Agent’s security interest in the United States registered Intellectual Property of the Loan Parties.
Appears in 2 contracts
Sources: Credit Agreement (Tilray Brands, Inc.), Credit Agreement (Tilray Brands, Inc.)
Personal Property Collateral. The Administrative Agent Lender shall have received, in form and substance reasonably satisfactory to the Administrative AgentLender:
(i) (A) searches of UCC filings in the jurisdiction of incorporation or formation, as applicable, of each Loan Party and each jurisdiction where any Collateral is located or where a filing would need to be made in order to perfect the Administrative AgentLender’s security interest in the Collateral, copies of the financing statements on file in such jurisdictions and evidence that no Liens exist other than Permitted Liens Liens, and (B) tax lien, judgment and bankruptcy searches;
(ii) searches of ownership of Intellectual Property in the appropriate governmental offices and such patent/trademark/copyright filings as requested duly executed notices of grant of security interest in the form required by the Administrative Agent Collateral Documents as are necessary, in order the Lender’s sold discretion, to perfect the Administrative AgentLender’s security interest in the Intellectual PropertyProperty of the Loan Parties;
(iii) completed UCC financing statements for each appropriate jurisdiction as is necessary, in the Administrative AgentLender’s sole discretion, to perfect the Administrative AgentLender’s security interest in the Collateral;
(iv) stock or membership certificatesall certificates evidencing any certificated Equity Interests pledged to the Lender pursuant to the Collateral Documents, if any, evidencing the Pledged Equity together with duly executed in blank and undated stock or transfer powers duly executed attached thereto;
(v) in blank; in each the case of any personal property Collateral located at premises leased by a Loan Party and set forth on Schedule 5.21(d), such estoppel letters, consents and waivers from the landlords of such real property to the extent such Pledged Equity is certificatedrequired to be delivered in pursuant to Section 6.14(c); and
(vvi) to the extent required to be delivered, filed, registered or recorded delivered pursuant to the terms and conditions of the Collateral Documents, all instruments, documents and chattel paper in the possession of any of the Loan Parties, together with allonges or assignments as may be necessary or appropriate to create and perfect the Administrative AgentLender’s and the Lenders’ security interest in the Collateral.
Appears in 2 contracts
Sources: Credit Agreement (Resources Connection Inc), Credit Agreement (Resources Connection Inc)
Personal Property Collateral. The Administrative Agent Lender shall have received, in form and substance satisfactory to the Administrative Agent:
(i) (A) searches of UCC Uniform Commercial Code filings in the jurisdiction of incorporation or formation, as applicable, the chief executive office of each Loan Credit Party and each jurisdiction where any Collateral is located or where a filing would need to be made in order to perfect the Administrative Agent’s Lender's security interest in the CollateralCollateral (it being understood and agreed that liens are not to be perfected with respect to personal property located in certain field offices), copies of the financing statements on file in such jurisdictions and evidence that no Liens exist other than Permitted Liens and (B) tax lien, judgment and bankruptcy searchesLiens;
(ii) duly executed UCC financing statements for each appropriate jurisdiction as is necessary, in the Lender's reasonable discretion, to perfect the Lender's security interest in the Collateral;
(iii) searches of ownership of Intellectual Property intellectual property in the appropriate governmental offices and such patent/trademark/copyright filings as requested by the Administrative Agent Lender in order to perfect the Administrative Agent’s security interest in the Intellectual Property;
(iii) completed UCC financing statements for each appropriate jurisdiction as is necessary, in the Administrative Agent’s sole discretion, to perfect the Administrative Agent’s Lender's security interest in the Collateral;
(iv) all stock or membership certificates, if any, certificates evidencing the Pledged Equity and undated stock or transfer powers Capital Stock pledged to the Lender pursuant to the Pledge Agreement, together with duly executed in blank; in each case , undated stock powers attached thereto (unless, with respect to the extent pledged Capital Stock of any Foreign Subsidiary, such Pledged Equity is certificatedstock powers are deemed unnecessary by the Lender in its reasonable discretion under the law of the jurisdiction of incorporation of such Person);
(v) such patent/trademark/copyright filings as requested by the Lender in order to perfect the Lender's security interest in the Collateral; and
(vvi) to the extent required to be deliveredduly executed consents as are necessary, filed, registered or recorded pursuant to the terms and conditions of the Collateral Documents, all instruments, documents and chattel paper in the possession of any of the Loan PartiesLender's sole discretion, together with allonges or assignments as may be necessary or appropriate to create and perfect the Administrative Agent’s and the Lenders’ Lender's security interest in the Collateral.
Appears in 2 contracts
Sources: Credit Agreement (PRG Schultz International Inc), Credit Agreement (PRG Schultz International Inc)
Personal Property Collateral. The Administrative Agent shall have receivedreceived the following (excluding any of the following delivered in connection with or under the Existing Credit Agreement with respect to any applicable Collateral, the further delivery of which would, in form and substance satisfactory to the judgment of the Administrative Agent:, be redundant or duplicative of such items previously delivered):
(i) (A) updated searches of UCC Uniform Commercial Code filings in the jurisdiction of incorporation or formation, as applicable, organization of each Loan Party and each jurisdiction where any Collateral is located or where a filing would need to be made in order to perfect the Administrative Agent’s security interest in the Collateral, copies of the financing statements on file in such jurisdictions and evidence that no Liens exist other than Permitted Liens and (B) tax lien, judgment and bankruptcy searchesLiens;
(ii) searches of ownership of Intellectual Property in the appropriate governmental offices and such patent/trademark/copyright filings as requested by the Administrative Agent in order to perfect the Administrative Agent’s security interest in the Intellectual Property;
(iii) completed duly executed UCC financing statements for each appropriate jurisdiction as is necessary, in the Administrative Agent’s sole discretion, to perfect the Administrative Agent’s security interest in the Collateral;
(iii) updated searches of ownership of, and Liens on, intellectual property f each Loan Party in the appropriate governmental offices;
(iv) stock or membership certificatesall certificates evidencing any certificated Capital Stock pledged to the Administrative Agent pursuant to the Pledge Agreement, if any, evidencing the Pledged Equity and undated stock or transfer powers together with duly executed in blank; in each case to the extent such Pledged Equity is certificated; and, undated stock powers attached thereto;
(v) duly executed notices of grant of security interest in the form required by the Pledge Agreement as are necessary, in the Administrative Agent’s sole discretion, to perfect the extent required to be delivered, filed, registered or recorded pursuant to Administrative Agent’s security interest in the terms and conditions of the Collateral Documents, Collateral;
(vi) all instruments, documents instruments and chattel paper (if any) in the possession of any of the Loan Parties, together with allonges or assignments as may be necessary or appropriate to create and perfect the Administrative Agent’s and security interest in the Lenders’ Collateral; and
(vii) duly executed consents as are necessary, in the Administrative Agent’s sole discretion, to perfect the Administrative Agent’s security interest in the Collateral.
Appears in 2 contracts
Sources: Credit Agreement (Ryman Hospitality Properties, Inc.), Credit Agreement (Ryman Hospitality Properties, Inc.)
Personal Property Collateral. The Administrative Agent shall have received, in form and substance satisfactory to the Administrative Agent:
(i) (A) searches of UCC Uniform Commercial Code filings in the jurisdiction of incorporation or formation, as applicable, the chief executive office of each Loan Credit Party and each jurisdiction where any Collateral is located or where a filing would need to be made in order to perfect the Administrative Agent’s Lenders’ security interest in the Collateral, copies of the financing statements on file in such jurisdictions and evidence that no Liens exist other than Permitted Liens and (B) tax lien, judgment and bankruptcy pending litigation searches;
(ii) searches of ownership of Intellectual Property of the Credit Parties in the appropriate governmental offices and such patent/trademark/copyright filings as requested by the Administrative Agent in order to perfect the Administrative Agent’s security interest in the Intellectual Property;
(iii) completed UCC financing statements for each appropriate jurisdiction as is necessary, in the Administrative Agent’s sole discretion, to perfect the Administrative Agent’s Lenders’ security interest in the Collateral;
(iv) with respect to the stock or membership certificates, if any, evidencing the Pledged Equity and Capital Stock pledged to the Administrative Agent pursuant to the Pledge Agreement, duly executed in blank undated stock or transfer powers duly executed in blank; in each case to the extent such Pledged Equity is certificated; andpowers;
(v) in the case of any personal property Collateral located at premises leased by a Credit Party and set forth on Schedule 3.19(a), such estoppel letters, consents and waivers from the landlords of such real property, to the extent required the Company is able to secure such letters, consents and waivers after using commercially reasonable efforts (such letters, consents and waivers shall be delivered, filed, registered or recorded pursuant in form and substance satisfactory to the terms and conditions of the Collateral DocumentsAdministrative Agent);
(vi) duly executed consents as are necessary, all instruments, documents and chattel paper in the possession of any of the Loan Parties, together with allonges or assignments as may be necessary or appropriate to create and perfect the Administrative Agent’s and sole discretion, to perfect the Lenders’ security interest in the Collateral.
Appears in 2 contracts
Sources: Agency Succession and Amendment Agreement (GateHouse Media, Inc.), Credit Agreement (GateHouse Media, Inc.)
Personal Property Collateral. The Subject to the final paragraph of this Section 5.01, the Administrative Agent shall have received, in form and substance satisfactory to the Administrative AgentLenders:
(i) (A) searches of UCC filings or analogous public filings in the jurisdiction of incorporation or formation, as applicable, of each Loan Party and each jurisdiction where any Collateral is located or where a filing would need to be made in order to perfect the Administrative Agent’s security interest in the Collateral, copies of the financing statements on file in such jurisdictions and evidence that no Liens exist other than Permitted Liens and (B) tax lien, judgment and bankruptcy searches;
(ii) searches of ownership of Intellectual Property (as defined in the Security Agreement) in the appropriate governmental offices and such patent/trademark/copyright filings as requested by the Administrative Agent Lenders in order to perfect the Administrative Agent’s security interest in the Intellectual Property;
(iii) completed UCC financing statements for each appropriate jurisdiction as is necessary, in the Administrative Agent’s Lenders’ sole discretion, to perfect the Administrative Agent’s security interest in the Collateral;
(iv) stock or membership certificates, if any, evidencing the Pledged Equity (as defined in the Security Agreement) and undated stock or transfer powers duly executed in blank; in each case to the extent such Pledged Equity is certificated; and
(v) and to the extent required to be delivered, filed, registered or recorded pursuant to the terms and conditions of the Collateral Documents, all instruments, documents (including relevant page(s) of the share register book of the company showing the pledge registration) and chattel paper in the possession of any of the Loan Parties, together with allonges or assignments as may be necessary or appropriate to create and perfect the Administrative Agent’s and the Lenders’ security interest in the Collateral...
Appears in 2 contracts
Sources: Credit Agreement (Sisecam Chemicals USA Inc.), Credit Agreement (Ciner Enterprises Inc.)
Personal Property Collateral. The Administrative Agent shall have received, in form and substance reasonably satisfactory to the Administrative Agent:
(i) the Perfection Certificate with respect to the Loan Parties duly executed by a Responsible Officer of the Borrower;
(ii) (A) searches of UCC filings in the jurisdiction of incorporation or formation, as applicable, of each Loan Party and each jurisdiction where any Collateral is located or where a filing would need to be made in order to perfect the Administrative Agent’s security interest in the Collateral, copies of the financing statements on file in such jurisdictions and evidence that no Liens exist other than Permitted Liens and (B) tax lien, judgment and bankruptcy searches;
(iiiii) searches of ownership of Intellectual Property in the appropriate governmental offices and such patent/trademark/copyright filings as requested by the Administrative Agent in order to perfect the Administrative Agent’s security interest in the Intellectual Property;
(iiiiv) completed UCC financing statements for each appropriate jurisdiction as is necessary, in the Administrative Agent’s sole reasonable discretion, to perfect the Administrative Agent’s security interest in the Collateral;
(ivv) stock or membership certificates, if any, evidencing the Pledged Equity and undated stock or transfer powers duly executed in blank; in each case to the extent such Pledged Equity is certificated; and
(vvi) to the extent required to be delivered, filed, registered or recorded pursuant to the terms and conditions of the Collateral Documents, all instruments, documents and chattel paper in the possession of any of the Loan Parties, together with allonges or assignments as may be necessary or appropriate to create and perfect the Administrative Agent’s and the Lenders’ security interest in the Collateral.
Appears in 2 contracts
Sources: Credit Agreement (Viskase Holdings, Inc.), Credit Agreement (Enzon Pharmaceuticals, Inc.)
Personal Property Collateral. The Administrative Agent shall have received, in form and substance satisfactory to the Administrative Agent:
(i) (A) searches of UCC filings in the jurisdiction of incorporation or formation, as applicable, of each Loan Credit Party and each jurisdiction where any Collateral is located or where a filing would need to be made in order to perfect the Administrative Agent’s security interest in the Collateral, copies of the financing statements on file in such jurisdictions and evidence that no Liens exist other than Permitted Liens and (B) tax lien, lien and judgment and bankruptcy searches;
(ii) searches of ownership of Intellectual Property in the appropriate governmental offices and such patent/trademark/copyright filings as reasonably requested by the Administrative Agent in order to perfect the Administrative Agent’s security interest in the Intellectual Property;
(iii) completed UCC financing statements for each appropriate jurisdiction as is necessary, in the Administrative Agent’s sole discretion, to perfect the Administrative Agent’s security interest in the Collateral;
(iv) stock or membership certificates, if any, evidencing the Pledged Equity Interests pledged to the Administrative Agent pursuant to the Pledge Agreement and undated stock or transfer powers duly executed in blank; ;
(v) duly executed consents as are necessary, in each case the Administrative Agent’s sole discretion, to perfect the extent such Pledged Equity is certificatedLenders’ security interest in the Collateral; and
(vvi) to the extent required to be delivered, filed, registered or recorded delivered pursuant to the terms and conditions of the Collateral Security Documents, all instruments, documents and chattel paper in the possession of any of the Loan Credit Parties, together with allonges or assignments as may be necessary or appropriate to create and perfect the Administrative Agent’s and the Lenders’ security interest in the CollateralCollateral to the extent required to be perfected hereunder or under the Security Documents.
Appears in 2 contracts
Sources: Credit Agreement (Innophos Holdings, Inc.), Credit Agreement (Innophos Holdings, Inc.)
Personal Property Collateral. The Administrative Agent shall have received, in form and substance satisfactory to the Administrative Agent:
(i) (A) searches of UCC filings in the jurisdiction of incorporation or formation, as applicable, of each Loan Party and each jurisdiction where any Collateral is located or where a filing would need to be made in order to perfect the Administrative Agent’s security interest in the Collateral, copies of the financing statements on file in such jurisdictions and evidence that no Liens exist other than Permitted Liens and (B) tax lien, judgment and bankruptcy searches;
(ii) searches of ownership of Intellectual Property in the appropriate governmental offices and such patent/trademark/copyright filings as requested by the Administrative Agent in order to perfect the Administrative Agent’s security interest in the Intellectual Property;
(iii) completed UCC financing statements for each appropriate jurisdiction as is necessary, in the Administrative Agent’s sole reasonable discretion, to perfect the Administrative Agent’s security interest in the Collateral;
(iv) stock or membership certificates, if any, evidencing the Pledged Equity and undated stock or transfer powers duly executed in blank; in each case to the extent such Pledged Equity is certificated; and;
(v) [Intentionally Omitted];
(vi) to the extent required to be delivered, filed, registered or recorded pursuant to the terms and conditions of the Collateral Documents, all instruments, documents and chattel paper in the possession of any of the Loan Parties, together with allonges or assignments as may be necessary or appropriate to create and perfect the Administrative Agent’s and the Lenders’ security interest in the Collateral.; and
Appears in 2 contracts
Sources: Credit Agreement (Hackett Group, Inc.), Credit Agreement (Hackett Group, Inc.)
Personal Property Collateral. The Administrative Agent shall have received, in form and substance satisfactory to the Administrative Agent:
(i) (A) searches of UCC filings in the jurisdiction of incorporation or formation, as applicable, of each Loan Party and each jurisdiction where any Collateral is located or where a filing would need to be made in order to perfect the Administrative CHL:82267.17 55 Agent’s security interest in the Collateral, copies of the financing statements on file in such jurisdictions and evidence that no Liens exist other than Permitted Liens and (B) tax lien, judgment and bankruptcy searches;
(ii) searches of ownership of Intellectual Property in the appropriate governmental offices and such patent/trademark/copyright filings as requested by the Administrative Agent in order to perfect the Administrative Agent’s security interest in the Intellectual Property;
(iii) completed UCC financing statements for each appropriate jurisdiction as is necessary, in the Administrative Agent’s sole discretion, to perfect the Administrative Agent’s security interest in the Collateral;
(iv) stock or membership certificates, if any, evidencing the Pledged Equity and undated stock or transfer powers duly executed in blank; in each case to the extent such Pledged Equity is certificated; and;
(v) to the extent required to be delivered, filed, registered or recorded pursuant to the terms and conditions of the Collateral Documents, all instruments, documents and chattel paper in the possession of any of the Loan Parties, together with allonges or assignments as may be necessary or appropriate to create and perfect the Administrative Agent’s and the Lenders’ security interest in the Collateral; and
(vi) such documentation as may be required by the Administrative Agent to comply with the Federal Assignment of Claims Act; and the Loan Parties shall take such actions as may be required by the Administrative Agent to file such documentation with the appropriate Governmental Authorities.
Appears in 1 contract
Personal Property Collateral. The Administrative Agent shall have received, in form and substance satisfactory to the Administrative Agent:
(i) (A) searches of UCC Uniform Commercial Code filings in the jurisdiction of the chief executive office and state of incorporation or formation, as applicable, of each Loan Credit Party and each jurisdiction where any Collateral is located or where a filing would need to be made in order to perfect the Administrative Agent’s security interest in the Collateral, copies of the financing statements on file in such jurisdictions and evidence that no Liens exist other than Permitted Liens and (B) tax lien, judgment and bankruptcy searchesLiens;
(ii) searches of ownership of Intellectual Property in the appropriate governmental offices and such patent/trademark/copyright filings as requested by the Administrative Agent in order to perfect the Administrative Agent’s security interest in the Intellectual Property;
(iii) completed UCC financing statements for each appropriate jurisdiction as is necessary, in the Administrative Agent’s sole discretion, to perfect the Administrative Agent’s security interest in the Collateral;
(iii) searches of ownership of Intellectual Property in the appropriate governmental offices;
(iv) such patent/trademark/copyright filings as requested by the Administrative Agent in order to perfect the Administrative Agent’s security interest in the Intellectual Property;
(v) all stock or membership certificates, if any, evidencing the Pledged Equity and undated stock or transfer powers Capital Stock pledged to the Administrative Agent pursuant to the Pledge Agreement, together with duly executed in blank; in each case to the extent such Pledged Equity is certificated; andblank undated stock powers attached thereto;
(vvi) to the extent required to be delivered, filed, registered or recorded pursuant to the terms and conditions of the Collateral Documents, all instruments, documents instruments and chattel paper in the possession of any of the Loan Credit Parties, together with allonges or assignments as may be necessary or appropriate to create and perfect the Administrative Agent’s and security interest in the Collateral;
(vii) duly executed consents as are necessary, in the Administrative Agent’s sole discretion, to perfect the Lenders’ security interest in the Collateral;
(viii) in the case of any personal property Collateral located at premises leased by a Credit Party, such estoppel letters, consents and waivers from the landlords on such real property or bailees as may be required by the Administrative Agent; and
(ix) duly executed account control agreements with respect to Collateral which a control agreement is required for perfection of the Administrative Agent’s security interest under the Uniform Commercial Code.
Appears in 1 contract
Personal Property Collateral. The Administrative Agent shall have received, in form and substance satisfactory to the Administrative Agent:
(i) (A) searches of UCC filings in the jurisdiction of incorporation or formation, as applicable, of each Loan Party and each jurisdiction where any material portion of the Collateral is located or where a filing would need to be made in order to perfect the Administrative Agent’s security interest in the Collateral, copies of the financing statements on file in such jurisdictions and evidence that no Liens exist other than Permitted Liens and (B) tax lien, judgment and bankruptcy searches;
(ii) searches of ownership of Intellectual Property in the appropriate governmental offices and such patent/trademark/copyright filings as requested by the Administrative Agent in order to perfect the Administrative Agent’s security interest in the Intellectual Property;
(iii) completed UCC financing statements for each appropriate jurisdiction as is necessary, in the Administrative Agent’s sole discretion, to perfect the Administrative Agent’s security interest in the Collateral;
(iv) stock or membership certificates, if any, evidencing the Pledged Equity and undated stock or transfer powers duly executed in blank; in each case to the extent such Pledged Equity is certificated;
(v) in the case of any personal property Collateral located at premises leased by a Loan Party and set forth on Schedule 5.20(g), such estoppel letters, consents and waivers from the landlords of such real property to the extent required to be delivered in connection with Section 6.14 (such letters, consents and waivers shall be in form and substance reasonably satisfactory to the Administrative Agent, it being acknowledged and agreed that any Landlord Waiver is satisfactory to the Administrative Agent); and
(vvi) to the extent required to be delivered, filed, registered or recorded pursuant to the terms and conditions of the Collateral Documents, all instruments, documents and chattel paper in the possession of any of the Loan Parties, together with allonges or assignments as may be necessary or appropriate to create and perfect the Administrative Agent’s and the Lenders’ security interest in the Collateral.
Appears in 1 contract
Sources: Credit Agreement (DocGo Inc.)
Personal Property Collateral. The Administrative Agent shall have received, in form and substance reasonably satisfactory to the Administrative Agent:
(i) (A) searches of UCC filings in the jurisdiction of incorporation or formation, as applicable, of each Loan Party and each jurisdiction where any Collateral is located or where a filing would need to be made in order to perfect the Administrative Agent’s security interest in the Collateral, copies of the financing statements on file in such jurisdictions and evidence that no Liens exist other than Permitted Liens and (B) tax lien, judgment and bankruptcy searches;
(ii) searches of ownership of Intellectual Property in the appropriate U.S. governmental offices and such patent/trademark/copyright filings as reasonably requested by the Administrative Agent in order to perfect the Administrative Agent’s security interest in the Intellectual Property;
(iii) completed UCC financing statements for each appropriate jurisdiction as is necessary, necessary in the Administrative Agent’s sole reasonable discretion, to perfect the Administrative Agent’s security interest in the Collateral;
(iv) stock or membership certificates, if any, evidencing the Pledged Equity and undated stock or transfer powers duly executed in blank; in each case to the extent such Pledged Equity is certificatedcertificated (and unless, with respect to the Pledged Equity of any Foreign Subsidiary, such stock powers are deemed unnecessary by the Administrative Agent in its reasonable discretion under the law of the jurisdiction of organization of such Person); and
(v) to the extent required to be delivered, filed, registered or recorded delivered pursuant to the terms and conditions of the Collateral Documents, all instruments, documents and chattel paper in the possession of any of the Loan Parties, together with allonges or assignments as may be necessary or appropriate to create and perfect the Administrative Agent’s and the Lenders’ security interest in the Collateral.
Appears in 1 contract
Personal Property Collateral. The Administrative Agent shall have received, in form and substance satisfactory to the Administrative Agent:
(i) (A) searches of UCC (or its equivalent in the relevant jurisdiction) filings in the jurisdiction of incorporation or formation, as applicable, of each Loan Party and each jurisdiction where any Collateral is located or where a filing would need to be made in order to perfect the Administrative Agent’s security interest in the Collateral, copies of the financing statements on file in such jurisdictions and evidence that no Liens exist other than Permitted Liens and (B) tax lien, judgment and bankruptcy searches;
(ii) searches of ownership of Intellectual Property owned by each of the Loan Parties in the appropriate U.S. governmental offices and such patent/trademark/copyright filings as requested by the Administrative Agent in order to perfect the Administrative Agent’s security interest in the U.S. Intellectual PropertyProperty owned by each Domestic Loan Party;
(iii) completed UCC (or its equivalent in the relevant jurisdiction) financing statements for each appropriate jurisdiction as is necessary, in the Administrative Agent’s sole discretionnecessary and applicable, to perfect the Administrative Agent’s security interest in the Collateral;
(iv) (A) stock or membership certificates, if any, evidencing the Pledged Equity and undated stock or transfer powers duly executed in blank; in each case to the extent such Pledged Equity is certificated; andcertificated and (B) to the extent applicable, an update to the register of mortgages with respect to any Pledged Equity pledged by Holdings;
(v) to the extent required to be delivered, filed, registered or recorded pursuant to the terms and conditions of the Collateral Documents, all instruments, documents (including relevant page(s) of the register or mortgages and charges of Holdings showing the pledge registration) and chattel paper in the possession of any of the Loan Parties, together with allonges or assignments as may be necessary or appropriate to create and perfect the Administrative Agent’s and the Lenders’ security interest in the Collateral; and
(vi) a perfection certificate executed and delivered by a Responsible Officer of each Domestic Loan Party.
Appears in 1 contract
Personal Property Collateral. The Administrative Agent shall have ---------------------------- received, in form and substance satisfactory to the Administrative Agent:
(i) (A) searches of UCC Uniform Commercial Code filings in the jurisdiction of incorporation or formation, as applicable, the chief executive office of each Loan Credit Party and each jurisdiction where any Collateral is located or where a filing would need to be made in order to perfect the Administrative Agent’s 's security interest in the Collateral, copies of the financing statements on file in such jurisdictions and evidence that no Liens exist other than Permitted Liens and (B) tax lien, judgment and bankruptcy searchesLiens;
(ii) duly executed UCC financing statements for each appropriate jurisdiction as is necessary, in the Agent's sole discretion, to perfect the Agent's security interest in the Collateral;
(iii) searches of ownership of Intellectual Property intellectual property in the appropriate governmental offices and such patent/trademark/copyright filings as requested by the Administrative Agent in order to perfect the Administrative Agent’s security interest in the Intellectual Property;
(iii) completed UCC financing statements for each appropriate jurisdiction as is necessary, in the Administrative Agent’s sole discretion, to perfect the Administrative Agent’s 's security interest in the Collateral;
(iv) all stock or membership certificates, if any, certificates evidencing the Pledged Equity and undated stock or transfer powers Capital Stock pledged to the Agent pursuant to the Pledge Agreement, together with duly executed in blank; in each case blank undated stock powers attached thereto (unless, with respect to the extent pledged Capital Stock of any Foreign Subsidiary, such Pledged Equity is certificated; andstock powers are deemed unnecessary by the Agent in its reasonable discretion under the law of the jurisdiction of incorporation of such Person);
(v) such patent/trademark/copyright filings as requested by the Agent in order to perfect the extent required to be delivered, filed, registered or recorded pursuant to Agent's security interest in the terms and conditions of the Collateral Documents, Collateral;
(vi) all instruments, documents instruments and chattel paper in the possession of any of the Loan Credit Parties, together with allonges or assignments as may be necessary or appropriate to create and perfect the Administrative Agent’s 's security interest in the Collateral;
(vii) one or more assignments assigning to Agent all of Borrower's rights and interests in all money due or to become due under Government Contracts; and
(viii) duly executed consents as are necessary, in the Agent's sole discretion, to perfect the Lenders’ ' security interest in the Collateral.
Appears in 1 contract
Personal Property Collateral. The Administrative Agent shall have received, in form and substance reasonably satisfactory to the Administrative Agent:
(i) (A) searches of UCC filings in the jurisdiction of incorporation or formation, as applicable, of each Loan Credit Party and each jurisdiction where any Collateral is located or where a filing would need to be made in order to perfect the Administrative Agent’s security interest in the Collateral, copies of the financing statements on file in such jurisdictions and evidence that no Liens exist other than Permitted Liens and (B) intellectual property, tax lien, lien and judgment and bankruptcy searches;
(ii) searches of ownership of Intellectual Property in the appropriate governmental offices and such patent/trademark/copyright filings as requested by the Administrative Agent in order to perfect the Administrative Agent’s security interest in the Intellectual Property;
(iii) completed UCC financing statements for each appropriate jurisdiction as is necessary, in the Administrative Agent’s sole discretion, to perfect the Administrative Agent’s security interest in the Collateral;
(iviii) stock or membership certificates, if any, evidencing the Pledged Equity Interests pledged to the Administrative Agent pursuant to the Security Agreement and undated stock or transfer powers duly executed in blank; ;
(iv) duly executed consents as are necessary, in each case the Administrative Agent’s sole discretion, to perfect the extent such Pledged Equity is certificated; andLenders’ security interest in the Collateral;
(v) to the extent required to be delivered, filed, registered or recorded delivered pursuant to the terms and conditions of the Collateral Security Documents, intellectual property security agreements in appropriate form for filing and all instruments, documents and chattel paper in the possession of any of the Loan Credit Parties, together with allonges or assignments as may be necessary or appropriate to create and perfect the Administrative Agent’s and the Lenders’ security interest in the Collateral; and
(vi) a Perfection Certificate with respect to the Credit Parties dated the Closing Date and duly executed by a Responsible Officer of each Credit Party.
Appears in 1 contract
Personal Property Collateral. The Administrative Agent shall have received, in form and substance satisfactory to the Administrative Agent:
(i) (A) searches of UCC filings in the jurisdiction of incorporation or formation, as applicable, of each Loan Party and each jurisdiction where any Collateral is located or where a filing would need to be made in order to perfect the Administrative Agent’s security interest in the Collateral, copies of the financing statements on file in such jurisdictions and evidence that no Liens exist other than Permitted Liens and (B) tax lien, judgment and bankruptcy searches;
(ii) searches of ownership of Intellectual Property in the appropriate governmental offices and such patent/trademark/copyright filings as requested by the Administrative Agent in order to perfect the Administrative Agent’s security interest in the Intellectual Property;
(iii) completed UCC financing statements for each appropriate jurisdiction as is necessary, in the Administrative Agent’s sole reasonable discretion, to perfect the Administrative Agent’s security interest in the Collateral;
(iv) stock or membership certificates, if any, evidencing the Pledged Equity and undated stock or transfer powers duly executed in blank; in each case to the extent such Pledged Equity is certificated; andprovided, however, Borrowers shall not be required to deliver the stock certificates representing any Excluded Property;
(v) in the case of any personal property Collateral located at premises leased by a Loan Party and set forth on Schedule 5.21(g)(i), subject to Section 6.02(l), such estoppel letters, consents and waivers from the landlords of such real property to the extent required to be delivered in connection with Section 6.14 (such letters, consents and waivers shall be in form and substance satisfactory to the Administrative Agent, it being acknowledged and agreed that any Landlord Waiver is satisfactory to the Administrative Agent);
(vi) to the extent required to be delivered, filed, registered or recorded delivered pursuant to the terms and conditions of the Collateral Documents, all instruments, documents and chattel paper in the possession of any of the Loan Parties, together with allonges or assignments as may be necessary or appropriate to create and perfect the Administrative Agent’s and the Lenders’ security interest in the Collateral.; and
Appears in 1 contract
Personal Property Collateral. The Administrative Agent shall have received, in form and substance satisfactory to the Administrative Agent:
(i) (A) searches of UCC filings (or foreign charge/lien search equivalents) in the jurisdiction of incorporation or formation, as applicable, of each Loan Party and each jurisdiction where any Collateral is located or where a filing would need to be made in order to perfect the Administrative Agent’s security interest in the Collateral, copies of the financing statements on file in such jurisdictions and evidence that no Liens exist other than Permitted Liens and (B) tax lien, judgment and bankruptcy searches;
(ii) searches of ownership of Intellectual Property patents and patent applications, registered trademarks and applications to registered trademarks and U.S. copyright registrations in the appropriate governmental offices and such patent/trademark/copyright filings as reasonably requested by the Administrative Agent in order to perfect the Administrative Agent’s security interest in the such Intellectual Property;
(iii) completed UCC financing statements (or foreign equivalents or other foreign registrations or documents) for each appropriate jurisdiction as is necessary, in the Administrative Agent’s sole discretion, to perfect the Administrative Agent’s security interest in the Collateral;
(iv) stock stock, share or membership certificates, if any, evidencing the Pledged Equity and undated stock or transfer powers or forms duly executed in blank; in each case to the extent such Pledged Equity is certificated; and;
(v) to the extent required to be delivered, filed, registered or recorded pursuant to the terms and conditions of the Collateral Documents, all instruments, documents and chattel paper in the possession of any of the Loan Parties, together with allonges or assignments as may be necessary or appropriate to create and perfect the Administrative Agent’s and the Lenders’ security interest in the Collateral; and
(vi) a customary perfection certificate signed by a Responsible Officer of the Borrowers.
Appears in 1 contract
Sources: Credit Agreement (Turtle Beach Corp)
Personal Property Collateral. The Administrative Agent shall have received, in form and substance reasonably satisfactory to the Administrative Agent:
(i) (A) searches of UCC filings in the jurisdiction of incorporation or formation, as applicable, of each Loan Party and each jurisdiction where any Collateral is located or where a filing would need to be made in order to perfect the Administrative Agent’s security interest in the Collateral, copies of the financing statements on file in such jurisdictions and evidence that no Liens exist other than Permitted Liens and (B) tax lienLien (if any and/or applicable), judgment and bankruptcy searches;
(ii) searches of ownership of Intellectual Property in the appropriate governmental offices and such patent/trademark/copyright filings as requested by the Administrative Agent in order to perfect the Administrative Agent’s security interest in the Intellectual Property;
(iii) completed UCC financing statements for each appropriate jurisdiction as is necessary, in the Administrative Agent’s sole discretion, to perfect the Administrative Agent’s security interest in the Collateral;
(iii) a certified copy of the annotated register of mortgages and charges of the Borrower updated to reflect the security created under the Collateral Documents;
(iv) stock stock, share or membership certificates, if any, evidencing the Pledged Equity and undated stock or transfer powers duly executed in blank, if any; in each case to the extent such Pledged Equity is certificated; and;
(v) to the extent required to be delivered, filed, registered or recorded pursuant to the terms and conditions of the Collateral Documents, all instruments, documents (including relevant page(s) of the share register book of any Person showing any pledge registration), notices and acknowledgements and chattel paper in the possession of the Borrower and/or any of the other Loan PartiesParty, together with allonges or assignments as may be necessary or appropriate to create and perfect the Administrative Agent’s and the Lenders’ security interest in the Collateral; and
(vi) Qualifying Control Agreements reasonably satisfactory to the Administrative Agent to the extent required to be delivered pursuant to Section 6.14.
Appears in 1 contract
Sources: Credit Agreement (Fabrinet)
Personal Property Collateral. The Administrative Collateral Agent shall have received, in form and substance satisfactory to the Administrative Collateral Agent:
, (i) with respect to each Additional Guarantor: (A) searches of UCC filings in the jurisdiction of incorporation or formation, as applicable, of each Loan Party the Additional Guarantors and each jurisdiction where any Collateral is located or where a filing would need to be made in order to perfect the Administrative Collateral Agent’s security interest in the Collateral, copies of the financing statements on file in such jurisdictions and evidence that no Liens exist other than Permitted Liens and Liens, (B) tax lien, lien and judgment searches and bankruptcy searches;
(iiC) searches of ownership of Intellectual Property in the appropriate governmental offices and such patent/trademark/copyright filings as requested by the Administrative Collateral Agent in order to perfect the Administrative Collateral Agent’s security interest in the Intellectual Property;
; and (iiiii) with respect to each Guarantor: (A) completed UCC financing statements and any necessary amendments thereto for each appropriate jurisdiction as is necessary, in the Administrative Collateral Agent’s sole discretion, to perfect the Administrative Collateral Agent’s security interest in the Collateral;
, (ivB) stock or membership certificates, if any, evidencing the Pledged Equity Interests pledged to the Collateral Agent pursuant to the Security Agreement and undated stock or transfer powers duly executed in blank; , (C) duly executed consents as are necessary, in each case the Collateral Agent’s sole discretion, to perfect the extent such Pledged Equity is certificated; and
Lenders’ security interest in the Collateral and (vD) to the extent required to be delivered, filed, registered or recorded delivered pursuant to the terms and conditions of the Collateral Security Documents, all instruments, documents and chattel paper in the possession of any of the Loan Parties, together with allonges or assignments as may be necessary or appropriate to create and perfect the Administrative Collateral Agent’s and the Lenders’ security interest in the Collateral. Notwithstanding the forgoing, the Collateral Agent may in its sole discretion, pursuant to Section 7.01(b) of the Credit Agreement, agree to receive any of the foregoing after the Effective Date.
Appears in 1 contract
Sources: Credit Agreement (Vse Corp)
Personal Property Collateral. The Administrative Agent shall have received, in form and substance reasonably satisfactory to the Administrative Agent:
(i) (A) searches of UCC filings in the jurisdiction of incorporation or formation, as applicable, of each Loan Party and each jurisdiction where any Collateral is located or where a filing would need to be made in order to perfect the Administrative Agent’s security interest in the Collateral, copies of the financing statements on file in such jurisdictions and evidence that no Liens exist other than Permitted Liens and (B) tax lien, judgment and bankruptcy searches;
(ii) searches of ownership of Intellectual Property in the appropriate governmental offices and such patent/trademark/copyright filings as requested by the Administrative Agent in order to perfect the Administrative Agent’s security interest in the Intellectual Property;
(iii) completed UCC financing statements for each appropriate jurisdiction as is necessary, in the Administrative Agent’s sole discretion, to perfect the Administrative Agent’s security interest in the Collateral;
(iv) stock or membership certificates, if any, evidencing the Pledged Equity and undated stock or transfer powers duly executed in blank; in each case to the extent such Pledged Equity is certificated; and;
(v) in the case of any personal property Collateral located at premises leased by a Loan Party and set forth on Schedule 5.21(g)(ii), such estoppel letters, consents and waivers from the landlords of such real property to the extent required to be delivered in connection with Section 6.14 (such letters, consents and waivers shall be in form and substance reasonably satisfactory to the Administrative Agent, it being acknowledged and agreed that any landlord waiver in substantially the form of Exhibit N is reasonably satisfactory to the Administrative Agent);
(vi) to the extent required to be delivered, filed, registered or recorded delivered pursuant to the terms and conditions of the Collateral Documents, all instruments, documents and chattel paper in the possession of any of the Loan Parties, together with allonges or assignments as may be necessary or appropriate to create and perfect the Administrative Agent’s and the Lenders’ security interest in the Collateral; and
(vii) Qualifying Control Agreements reasonably satisfactory to the Administrative Agent to the extent required to be delivered pursuant to Section 6.14.
Appears in 1 contract
Personal Property Collateral. The Administrative Agent shall have received, in form and substance satisfactory to the Administrative Agent:
(i) (A) searches of UCC filings in the jurisdiction of incorporation or formation, as applicable, of each Loan Party and each jurisdiction where any Collateral is located or where a filing would need to be made in order to perfect the Administrative Agent’s security interest in the Collateral, copies of the financing statements on file in such jurisdictions and evidence that no Liens exist other than Permitted Liens and (B) tax lien, judgment and bankruptcy searches;
(ii) searches of ownership of Intellectual Property in the appropriate governmental offices and such patent/trademark/copyright filings as requested by the Administrative Agent in order to perfect the Administrative Agent’s security interest in the Intellectual Property;
(iii) completed UCC financing statements for each appropriate jurisdiction as is necessary, in the Administrative Agent’s sole discretion, to perfect (or reaffirm) the Administrative Agent’s security interest in the Collateral;
(iv) to the extent not already delivered in connection with the Existing Credit Agreement, stock or membership certificates, if any, evidencing the Pledged Equity and undated stock or transfer powers duly executed in blank; , in each case to the extent such Pledged Equity is certificated; and;
(v) [reserved];
(vi) to the extent required to be delivered, filed, registered or recorded pursuant to the terms and conditions of the Collateral DocumentsDocuments and not already delivered, all instruments, documents and chattel paper in the possession of any of the Loan Parties, together with allonges or assignments as may be necessary or appropriate to create and perfect the Administrative Agent’s and the Lenders’ security interest in the Collateral.;
(vii) [reserved];
Appears in 1 contract
Personal Property Collateral. The Administrative Agent Lender shall have received, in form and substance satisfactory to the Administrative AgentLender:
(i) (A) searches of UCC filings in the jurisdiction of incorporation or formation, as applicable, of each Loan Party and each jurisdiction where any Collateral is located or where a filing would need to be made in order to perfect the Administrative AgentLender’s security interest in the Collateral, copies of the financing statements on file in such jurisdictions and evidence that no Liens exist other than Permitted Liens and (B) tax lien, judgment and bankruptcy searches;
(ii) searches of ownership of Intellectual Property in the appropriate governmental offices and such patent/trademark/copyright filings as requested by the Administrative Agent Lender in order to perfect the Administrative AgentLender’s security interest in the Intellectual Property;
(iii) completed UCC financing statements for each appropriate jurisdiction as is necessary, in the Administrative AgentLender’s sole discretion, to perfect the Administrative AgentLender’s security interest in the Collateral;
(iv) stock or membership certificates, if any, evidencing the Pledged Equity and undated stock or transfer powers duly executed in blank; in each case to the extent such Pledged Equity is certificated; and;
(v) to the extent required to be delivered, filed, registered or recorded pursuant to the terms and conditions of the Collateral Documents, all instruments, documents and chattel paper in the possession of any of the Loan Parties, together with allonges or assignments as may be necessary or appropriate to create and perfect the Administrative AgentLender’s and the Lenders’ security interest in the Collateral; and
(vii) Qualifying Control Agreements satisfactory to the Lender to the extent required to be delivered pursuant to Section 6.13.
Appears in 1 contract
Sources: Credit Agreement (Inseego Corp.)
Personal Property Collateral. The Administrative Agent shall have received, in form and substance satisfactory to the Administrative Agent:
: (i) )
(A) searches of UCC and PPSA filings in the jurisdiction of incorporation or formation, as applicable, of each Loan Party and each jurisdiction where any Collateral is located or where a filing would need to be made in order to perfect the Administrative Agent’s security interest in the Collateral, copies of the financing statements on file in such jurisdictions and evidence that no Liens exist other than Permitted Liens and (B) tax lien, judgment and bankruptcy searches;
; (ii) searches of ownership of Intellectual Property in at the appropriate governmental offices United States Patent and Trademark Office, the United States Copyright Office and the Canadian Intellectual Property Office and such patent/trademark/copyright copyright/industrial design filings as requested by the Administrative Agent in order to perfect the Administrative Agent’s security interest in the Intellectual Property;
; (iii) completed UCC and PPSA financing statements for each appropriate jurisdiction as is necessary, in the Administrative Agent’s sole discretionPermitted Discretion, to perfect the Administrative Agent’s security interest in the Collateral;
; (iv) stock or membership certificates, if any, evidencing the Pledged Equity and undated stock or transfer powers duly executed in blank; in each case to the extent such Pledged Equity is certificated; and
(v) in the case of any personal property Collateral located at premises leased by a Loan Party and set forth on Schedule 5.21(g)(ii), such estoppel letters, consents and waivers from the landlords of such real property to the extent required to be delivered in connection with Section 6.14 (such letters, consents and waivers shall be in form and substance satisfactory to the Administrative Agent); and (vi) to the extent required to be delivered, filed, registered or recorded pursuant to the terms and conditions of the Collateral Documents, all instruments, documents and chattel paper in the possession of any of the Loan Parties, together with allonges or assignments as may be necessary or appropriate to create and perfect the Administrative Agent’s and the Lenders’ security interest in the Collateral.
Appears in 1 contract
Sources: Credit Agreement (Babcock & Wilcox Enterprises, Inc.)
Personal Property Collateral. The Administrative Agent shall have received, in form and substance satisfactory to the Administrative Agent:
(i) (A) searches of UCC filings in the jurisdiction of incorporation or formation, as applicable, of each Loan Party and each jurisdiction where any Collateral is located or where a filing would need to be made in order to perfect the Administrative Agent’s security interest in the Collateral, copies of the financing statements on file in such jurisdictions and evidence that no Liens exist other than Permitted Liens and (B) tax lien, judgment and bankruptcy searches;
(ii) searches of ownership of Intellectual Property in the appropriate governmental offices and such patent/trademark/copyright filings as requested by the Administrative Agent in order to perfect the Administrative Agent’s security interest in the Intellectual Property;
(iii) completed UCC financing statements for each appropriate jurisdiction as is necessary, in the Administrative Agent’s sole discretion, to perfect the Administrative Agent’s security interest in the Collateral;
(iv) stock or membership certificates, if any, evidencing the Pledged Equity and undated stock or transfer powers duly executed in blank; in each case to the extent such Pledged Equity is certificated; and;
(v) subject to Section 6.17, in the case of any personal property Collateral located at premises leased by a Loan Party and set forth on Schedule 5.21(g), such estoppel letters, consents and waivers from the landlords of such real property to the extent required to be delivered in connection with Section 6.14 (such letters, consents and waivers shall be in form and substance satisfactory to the Administrative Agent, it being acknowledged and agreed that any Landlord Waiver is satisfactory to the Administrative Agent);
(vi) to the extent required to be delivered, filed, registered or recorded pursuant to the terms and conditions of the Collateral Documents, all instruments, documents and chattel paper in the possession of any of the Loan Parties, together with allonges or assignments as may be necessary or appropriate to create and perfect the Administrative Agent’s and the Lenders’ security interest in the Collateral; and
(vii) Qualifying Control Agreements satisfactory to the Administrative Agent to the extent required to be delivered pursuant to Section 6.14.
Appears in 1 contract
Sources: Credit Agreement (Suncrete, Inc.)
Personal Property Collateral. The Administrative Agent shall have received, in form and substance satisfactory to the Administrative Agent:
(i) (A) searches of UCC filings and tax and judgment liens in the jurisdiction of incorporation or formation, as applicable, formation of each Loan Party and each other jurisdiction where any Collateral is located or where a filing would need to be made in order to perfect reasonably required by the Administrative Agent’s security interest in the Collateral, copies of the financing statements on file in such jurisdictions and evidence that disclosing no Liens exist other than (A) Permitted Liens and (B) tax lien, judgment and bankruptcy searchesLiens to be released on the Closing Date;
(ii) searches of ownership of Intellectual Property in the appropriate governmental offices and such patent/trademark/copyright filings as requested by the Administrative Agent in order to perfect the Administrative Agent’s security interest in the Intellectual Property;
(iii) completed UCC financing statements in form appropriate for filing for each appropriate jurisdiction as is necessary, in the Administrative Agent’s sole reasonable discretion, to perfect the Administrative Agent’s security interest in the CollateralCollateral that can be perfected by filing a UCC financing statement;
(iii) all certificates evidencing any certificated Equity Interests pledged to the Administrative Agent pursuant to the Security Agreement, together with duly executed in blank and undated stock powers attached thereto;
(iv) stock or membership certificates, if any, evidencing the Pledged Equity and undated stock or transfer powers duly executed in blank; in each case to the extent such Pledged Equity is certificated; and
(v) to the extent required to be delivered, filed, registered or recorded pursuant to the terms and conditions of the Collateral Documents, all instruments, documents and chattel paper in the possession of any of the Loan Parties, together with allonges or assignments as may be necessary or appropriate to create and perfect the Administrative Agent’s and the Lenders’ security interest in the Collateral;
(v) searches of ownership of, and Liens on, United States registered intellectual property of each Loan Party in the appropriate governmental offices, disclosing no Liens other than (A) Permitted Liens and (B) Liens to be released on the Closing Date; and
(vi) duly executed grants of security interest in substantially the form required by the Security Agreement as are necessary, in the Administrative Agent’s reasonable discretion, to perfect the Administrative Agent’s security interest in the United States registered intellectual property of the Loan Parties.
Appears in 1 contract
Personal Property Collateral. The Administrative Collateral Agent shall have received, in form and substance satisfactory to the Administrative Agent:
(i) (A) searches of UCC Uniform Commercial Code ("UCC") filings in the jurisdiction of incorporation or formation, as applicable, the chief executive office of each Loan Credit Party and each jurisdiction where any Collateral is located or where a filing would need to be made in order to perfect the Administrative Agent’s Lenders' security interest in the Collateral, copies of the financing statements on file in such jurisdictions and evidence that no Liens exist other than Permitted Liens and (B) tax lien, judgment and bankruptcy searchesLiens;
(ii) to the extent not previously received by the Collateral Agent, duly executed UCC financing statements for each appropriate jurisdiction as is necessary, in the Collateral Agent's sole discretion, to perfect the Lenders' security interest in the Collateral;
(iii) to the extent not previously received by the Collateral Agent, searches of ownership of Intellectual Property intellectual property in the appropriate governmental offices and such patent/trademark/copyright filings as requested by the Administrative Collateral Agent in order to perfect the Administrative Collateral Agent’s security interest in the Intellectual Property;
(iii) completed UCC financing statements for each appropriate jurisdiction as is necessary, in the Administrative Agent’s sole discretion, to perfect the Administrative Agent’s 's security interest in the Collateral;
(iv) to the extent not previously received by the Collateral Agent, all stock or membership certificates, if any, certificates evidencing the Pledged Equity and undated stock or transfer powers pledged to the Collateral Agent pursuant to the Pledge Agreements, together with duly executed in blank; in each case to the extent such Pledged Equity is certificated; andblank undated stock powers attached thereto;
(v) to the extent required to be delivered, filed, registered or recorded pursuant to the terms and conditions of not previously received by the Collateral DocumentsAgent, all instruments, documents instruments and chattel paper in the possession of any of a Credit Party, as required by the Loan PartiesSecurity Agreements, together with allonges or assignments as may be necessary or appropriate to create and perfect the Administrative Agent’s and the Lenders’ ' security interest in the Collateral; and
(vi) to the extent not previously received by the Collateral Agent, all Material Contracts to which a Credit Party is a party, if any, together with assignments and third party consents as may be necessary or appropriate to perfect the Lenders' security interest in the Material Contracts.
Appears in 1 contract
Sources: Credit Agreement (Knoll Inc)
Personal Property Collateral. The Administrative Agent Lender shall have received, in form and substance satisfactory to the Administrative AgentLender:
(i) (A) searches of UCC filings in the jurisdiction of incorporation or formation, as applicable, of each Loan Party and each jurisdiction where any Collateral is located or where a filing would need to be made in order to perfect the Administrative AgentLender’s security interest in the Collateral, copies of the financing statements on file in such jurisdictions and evidence that no Liens exist other than Permitted Liens and (B) tax lien, judgment and bankruptcy searches;
(ii) searches of ownership of Intellectual Property in the appropriate governmental offices and such patent/trademark/copyright filings as requested by the Administrative Agent Lender in order to perfect the Administrative AgentLender’s security interest in the Intellectual Property;
(iii) completed UCC financing statements for each appropriate jurisdiction as is necessary, in the Administrative AgentLender’s sole discretion, to perfect the Administrative AgentLender’s security interest in the Collateral;
(iv) stock or membership certificates, if any, evidencing the Pledged Equity and undated stock or transfer powers duly executed in blank; in each case to the extent such Pledged Equity is certificated;
(v) in the case of any personal property Collateral located at premises leased by a Loan Party and set forth on Section 5.19(g)(ii), such estoppel letters, consents and waivers from the landlords of such real property to the extent required by the Lender and obtainable by the Borrower using its commercially reasonable efforts to do so (such letters, consents and waivers shall be in form and substance satisfactory to the Lender); and
(vvi) to the extent required to be delivered, filed, registered or recorded pursuant to the terms and conditions of the Collateral Documents, all instruments, documents and chattel paper in the possession of any of the Loan Parties, together with allonges or assignments as may be necessary or appropriate to create and perfect the Administrative AgentLender’s and the Lenders’ security interest in the Collateral.
Appears in 1 contract
Personal Property Collateral. The Administrative Agent shall have received, in form and substance satisfactory to the Administrative Agent:
(i) (A) searches of UCC Uniform Commercial Code filings (or the foreign equivalent) in the jurisdiction of incorporation or formation, as applicable, the chief executive office of each Loan Credit Party and each jurisdiction where any Collateral is located or where a filing would need to be made in order to perfect the Administrative Agent’s Lenders’ security interest in the Collateral, copies of the financing statements on file in such jurisdictions and evidence that no Liens exist other than Permitted Liens and (B) tax lien, judgment and bankruptcy pending litigation searches;
(ii) searches of ownership of Intellectual Property in the appropriate governmental offices and such patent/trademark/copyright filings as requested by the Administrative Agent in order to perfect the Administrative Agent’s security interest in the Intellectual Property;
(iii) completed UCC financing statements (or foreign equivalent) for each appropriate jurisdiction as is necessary, in the Administrative Agent’s sole discretion, to perfect the Administrative Agent’s Lenders’ security interest in the Collateral;
(iv) subject to Section 5.16, with respect to the stock or membership certificates, if any, evidencing the Pledged Equity Capital Stock pledged to the Administrative Agent pursuant to the Pledge Agreement, the Irish Pledge Agreements and the Dutch Pledge Agreements, duly executed in blank undated stock or transfer powers duly executed in blank; in each case to the extent such Pledged Equity is certificated; andpowers;
(v) to the extent required to be deliveredduly executed consents as are necessary, filed, registered or recorded pursuant to the terms and conditions of the Collateral Documents, all instruments, documents and chattel paper in the possession of any of the Loan Parties, together with allonges or assignments as may be necessary or appropriate to create and perfect the Administrative Agent’s and sole discretion, to perfect the Lenders’ security interest in the Collateral;
(vi) subject to Section 5.16, in the case of any personal property Collateral located at premises leased by a Credit Party, such estoppel letters, consents and waivers from the landlords on such real property as may be required by the Administrative Agent; and
(vii) copies of the Material Contracts, certified by an officer of the Company to be true and correct copies of such documents as of the Closing Date.
Appears in 1 contract
Sources: Credit Agreement (Lionbridge Technologies Inc /De/)
Personal Property Collateral. The Administrative Agent Lender shall have received, in form and substance satisfactory to the Administrative AgentLender:
(i) (A) searches of UCC filings in the jurisdiction of incorporation or formation, as applicable, of each Loan Party and each jurisdiction where any Collateral is located or where a filing would need to be made in order to perfect the Administrative AgentLender’s security interest in the Collateral, copies of the financing statements on file in such jurisdictions and evidence that no Liens exist other than Permitted Liens and (B) tax lien, judgment and bankruptcy searches;
(ii) searches of ownership of Intellectual Property in the appropriate governmental offices United States Patent and Trademark Office, the United States Copyright Office and such patent/trademark/copyright filings as requested by the Administrative Agent Lender in order to perfect the Administrative AgentLender’s security interest in the Intellectual PropertyProperty in the United States;
(iii) completed UCC financing statements for each appropriate jurisdiction as is necessary, in the Administrative AgentLender’s sole discretion, to perfect the Administrative AgentLender’s security interest in the Collateral;
(iv) stock or membership certificates, if any, evidencing the Pledged Equity and undated stock or transfer powers duly executed in blank; , in each case to the extent such Pledged Equity is certificated; and;
(v) to the extent required to be delivered, filed, registered or recorded pursuant to the terms and conditions of the Collateral Documents, all instruments, documents (including, if necessary, relevant page(s) of the share register book of the company showing the pledge registration) and chattel paper in the possession of any of the Loan Parties, together with allonges or assignments as may be necessary or appropriate to create and perfect the Administrative AgentLender’s and the Lenders’ security interest in the Collateral.; and
Appears in 1 contract
Sources: Credit Agreement (AstroNova, Inc.)
Personal Property Collateral. The Administrative Collateral Agent shall have received, in form and substance reasonably satisfactory to the Administrative Collateral Agent:
(i) (A) searches of UCC Uniform Commercial Code ("UCC") filings in the jurisdiction of incorporation or formation, as applicable, the chief executive office of each Loan Credit Party and each jurisdiction where any Collateral is located or where a filing would need to be made in order to perfect the Administrative Agent’s Lenders' security interest in the Collateral, copies of the financing statements on file in such jurisdictions and evidence that no Liens exist other than Permitted Liens and (B) tax lien, judgment and bankruptcy searchesLiens;
(ii) duly executed UCC financing statements for each appropriate jurisdiction as is necessary, in the Collateral Agent's sole discretion, to perfect the Lenders' security interest in the Collateral;
(iii) searches of ownership of Intellectual Property intellectual property in the appropriate governmental offices and such patent/trademark/copyright filings as requested by the Administrative Collateral Agent in order to perfect the Administrative Collateral Agent’s security interest in the Intellectual Property;
(iii) completed UCC financing statements for each appropriate jurisdiction as is necessary, in the Administrative Agent’s sole discretion, to perfect the Administrative Agent’s 's security interest in the Collateral;
(iv) all stock or membership certificates, if any, certificates evidencing the Pledged Equity and undated stock or transfer powers pledged to the Collateral Agent pursuant to the Pledge Agreements, together with duly executed in blank; in each case to the extent such Pledged Equity is certificated; andblank undated stock powers attached thereto;
(v) to the extent required to be delivered, filed, registered or recorded pursuant to the terms and conditions of the Collateral Documents, all instruments, documents instruments and chattel paper in the possession of any of a Credit Party, as required by the Loan PartiesSecurity Agreements, together with allonges or assignments as may be necessary or appropriate to create and perfect the Administrative Agent’s and the Lenders’ ' security interest in the Collateral; and
(vi) at the request of the Collateral Agent, copies of the Assigned Agreements, together with assignments and third party consents as may be necessary or appropriate to perfect the Lenders' security interest in such Assigned Contracts.
Appears in 1 contract
Personal Property Collateral. The Administrative Agent shall have received, in form and substance satisfactory to the Administrative Agent:
(i) (A) searches of UCC filings in the jurisdiction of incorporation or formation, as applicable, of each Loan Party and each jurisdiction where any Collateral is located or where a filing would need to be made in order to perfect the Administrative Agent’s security interest in the Collateral, copies of the financing statements on file in such jurisdictions and evidence that no Liens exist other than Permitted Liens and (B) tax lien, judgment and bankruptcy searches;
(ii) searches of ownership of Intellectual Property in the appropriate governmental offices and such patent/trademark/copyright filings as requested by the Administrative Agent in order to perfect the Administrative Agent’s security interest in the Intellectual Property;
(iii) completed UCC financing statements for each appropriate jurisdiction as is necessary, in the Administrative Agent’s sole discretion, to perfect the Administrative Agent’s security interest in the Collateral;
(iv) stock or membership certificates, if any, evidencing the Pledged Equity and undated stock or transfer powers duly executed in blank; in each case to the extent such Pledged Equity is certificated; and;
(v) in the case of any personal property Collateral located at premises leased by a Loan Party and set forth on Schedule 5.21(g)(ii), such estoppel letters, consents and waivers from the landlords of such real property to the extent required to be delivered in connection with Section 6.14 (such letters, consents and waivers shall be in form and substance satisfactory to the Administrative Agent, it being acknowledged and agreed that any landlord waiver in substantially the form of Exhibit O is satisfactory to the Administrative Agent);
(vi) to the extent required to be delivered, filed, registered or recorded delivered pursuant to the terms and conditions of the Collateral Documents, all instruments, documents and chattel paper in the possession of any of the Loan Parties, together with allonges or assignments as may be necessary or appropriate to create and perfect the Administrative Agent’s and the Lenders’ security interest in the Collateral.; and
Appears in 1 contract
Personal Property Collateral. The Administrative Agent (or the Control Agent in the case of Collateral where perfection of a security interest requires possession of such Collateral) shall have received, in form and substance satisfactory to the Administrative Agent:
(i) (A) searches of UCC Uniform Commercial Code filings in the jurisdiction of incorporation or formation, as applicable, the chief executive office of each Loan Credit Party and each jurisdiction where any Collateral is located or where a filing would need to be made in order to perfect the Administrative Agent’s Lenders’ security interest in the Collateral, copies of the financing statements on file in such jurisdictions and evidence that no Liens exist other than Permitted Liens and (B) tax lien, judgment and bankruptcy searchespending litigation searches as reasonably required by the Administrative Agent;
(ii) searches of ownership of Intellectual Property in the appropriate governmental offices and such patent/trademark/copyright filings as reasonably requested by the Administrative Agent in order to perfect the Administrative Agent’s security interest in the Intellectual PropertyMaterial IP;
(iii) completed UCC financing statements for each appropriate jurisdiction as is necessary, in the Administrative Agent’s sole discretion, to perfect the Administrative Agent’s Lenders’ security interest in the Collateral;
(iv) with respect to the stock or membership certificates, if any, evidencing the Pledged Equity and Capital Stock pledged to the Administrative Agent pursuant to the Pledge Agreement, duly executed in blank undated stock or transfer powers duly executed in blank; in each case to the extent such Pledged Equity is certificated; andpowers;
(v) to the extent required to be deliveredduly executed consents as are necessary, filed, registered or recorded pursuant to the terms and conditions of the Collateral Documents, all instruments, documents and chattel paper in the possession of any of the Loan Parties, together with allonges or assignments as may be necessary or appropriate to create and perfect the Administrative Agent’s and sole discretion, to perfect the Lenders’ security interest in the Collateral; and
(vi) Deposit Account Control Agreements satisfactory to the Administrative Agent with respect to each account set forth on Schedule 6.14, except payroll accounts set forth thereon and to the extent otherwise determined by the Administrative Agent.
Appears in 1 contract
Sources: Second Lien Credit Agreement (American Pacific Corp)
Personal Property Collateral. The Administrative Agent shall have received, in form and substance satisfactory to the Administrative Agent:
(i) (A) searches of UCC filings in the jurisdiction of incorporation or formation, as applicable, of each Loan Party and each jurisdiction where any Collateral is located or where a filing would need to be made in order to perfect the Administrative Agent’s security interest in the Collateral, copies of the financing statements on file in such jurisdictions and evidence that no Liens exist other than Permitted Liens and (B) tax lien, judgment and bankruptcy searches;
(ii) searches of ownership of Intellectual Property in the appropriate governmental offices United States Patent and Trademark Office and the United States Copyright Office and such patent/trademark/copyright filings notices and/or security agreements in form for filing as reasonably requested by the Administrative Agent in order to perfect the Administrative Agent’s security interest in the Intellectual Property;
(iii) completed UCC financing statements for each appropriate jurisdiction as is necessary, in the Administrative Agent’s sole discretion, to perfect the Administrative Agent’s security interest in the Collateral;
(iv) stock or membership certificates, if any, evidencing the Pledged Equity and undated stock or transfer powers duly executed in blank; in each case to the extent such Pledged Equity is certificated; and;
(v) in the case of any personal property Collateral located at premises leased by a Loan Party and set forth on Schedule 5.21(g), such estoppel letters, consents and waivers from the landlords of such real property to the extent required to be delivered on the Closing Date pursuant to Section 6.13 (such letters, consents and waivers shall be in form and substance reasonably satisfactory to the Administrative Agent);
(vi) to the extent required to be delivered, filed, registered or recorded pursuant to the terms and conditions of the Collateral Documents, all instruments, documents and chattel paper in the possession of any of the Loan Parties, together with allonges or assignments as may be necessary or appropriate to create and perfect the Administrative Agent’s and the Lenders’ security interest in the Collateral.;
Appears in 1 contract
Personal Property Collateral. The Administrative Agent shall have received, in form and substance satisfactory to the Administrative Agent:
(i) (A) searches of UCC filings and PPSA filings, as applicable, in the jurisdiction of incorporation or formation, as applicable, of each Loan Party and each jurisdiction where any Collateral is located or where a filing would need to be made in order to perfect the Administrative Agent’s security interest in the Collateral, copies of the financing statements on file in such jurisdictions and evidence that no Liens exist other than Permitted Liens and (B) tax lien, judgment judgment, execution and bankruptcy searches;; [OneSpan] Credit Agreement #520863281
(ii) searches of ownership of Intellectual Property in the appropriate governmental offices and such patent/trademark/copyright filings as reasonably requested by the Administrative Agent in order to perfect the Administrative Agent’s security interest in the Intellectual Property;
(iii) completed UCC financing statements and PPSA financing statements, as applicable, for each appropriate jurisdiction as is necessary, in the Administrative Agent’s sole reasonable discretion, to perfect the Administrative Agent’s security interest in the Collateral;
(iv) subject to Section 6.17, stock or membership certificates, if any, evidencing the Pledged Equity and undated stock or transfer powers duly executed in blank; in each case to the extent such Pledged Equity is certificated; and;
(v) subject to Section 6.17, to the extent required to be delivered, filed, registered or recorded pursuant to the terms and conditions of the Collateral Documents, all instruments, documents and chattel paper in the possession of any of the Loan Parties, together with any notices, allonges or assignments as may be necessary or appropriate to create and perfect the Administrative Agent’s and the Lenders’ security interest in the Collateral;
(vi) subject to Section 6.17, Qualifying Control Agreements satisfactory to the Administrative Agent to the extent required to be delivered pursuant to Section 6.13; and
(vii) a customary perfection certificate, executed by a Responsible Officer of the Borrower.
Appears in 1 contract
Sources: Credit Agreement (OneSpan Inc.)
Personal Property Collateral. The Administrative Agent shall have received, in form and substance satisfactory to the Administrative Agent:
(i) (A) searches of UCC filings in the jurisdiction of incorporation or formation, as applicable, of each Loan Party and each jurisdiction where any Collateral is located or where a filing would need to be made in order to perfect the Administrative Agent’s security interest in the Collateral, copies of the financing statements on file in such jurisdictions and evidence that no Liens exist other than Permitted Liens and (B) tax lien, judgment and bankruptcy searches;
(ii) searches of ownership of Intellectual Property in the appropriate governmental offices and such patent/trademark/copyright filings as requested by the Administrative Agent in order to perfect the Administrative Agent’s security interest in the Intellectual Property;
(iii) completed UCC financing statements for each appropriate jurisdiction as is necessary, in the Administrative Agent’s sole discretion, to perfect the Administrative Agent’s security interest in the Collateral;
(iv) stock or membership certificates, if any, evidencing the Pledged Equity and undated stock or transfer powers duly executed in blank; in each case to the extent such Pledged Equity is certificated; and;
(v) [Reserved]
(vi) to the extent required to be delivered, filed, registered or recorded pursuant to the terms and conditions of the Collateral Documents, all instruments, documents and chattel paper in the possession of any of the Loan Parties, together with allonges or assignments as may be necessary or appropriate to create and perfect the Administrative Agent’s and the Lenders’ security interest in the Collateral; and
(vii) if the aggregate receivables under contracts with federal Governmental Authorities are in excess of $10,000,000 as of the Closing Date, such documentation as may be required by the Administrative Agent to comply with the Federal Assignment of Claims Act; and the Loan Parties shall take such actions as may be required by the Administrative Agent to file such documentation with the appropriate Governmental Authorities.
Appears in 1 contract
Personal Property Collateral. The Administrative Agent shall have received, in form and substance satisfactory to the Administrative Agent:
(i) (A) searches of UCC filings in the jurisdiction of incorporation or formation, as applicable, organization of each Loan Credit Party, the chief executive office of each Credit Party and each jurisdiction where any Collateral is located or where a filing would need to be could have been properly made in order to perfect the Administrative Agent’s security interest in the Collateralby a creditor of a Credit Party, copies of the financing statements on file in such jurisdictions and evidence that no Liens exist other than Permitted Liens and (B) tax lien, judgment and bankruptcy searchesLiens;
(ii) UCC financing statements for each appropriate jurisdiction as is necessary, in the Agent's sole discretion, to perfect the Agent's security interest in the Collateral;
(iii) searches of ownership of Intellectual Property intellectual property in the appropriate governmental offices and such patent/trademark/copyright filings as requested by the Administrative Agent in order to perfect the Administrative Agent’s security interest in the Intellectual Property;
(iii) completed UCC financing statements for each appropriate jurisdiction as is necessary, in the Administrative Agent’s sole discretion, to perfect the Administrative Agent’s 's security interest in the Collateral;
(iv) all stock or membership certificates, if any, certificates evidencing the Pledged Equity and undated stock or transfer powers Capital Stock pledged to the Agent pursuant to the Pledge Agreement, together with duly executed in blank; in each case to the extent such Pledged Equity is certificated; andblank undated stock powers attached thereto;
(v) Deposit Account Control Agreements with respect to the extent required to be delivered, filed, registered or recorded pursuant to the terms and conditions all deposit accounts of the Credit Parties listed on Schedule 6.35, except as otherwise provided in Section 9.10;
(vi) Securities Account Control Agreements with respect to all investment accounts of the Credit Parties listed on the Collateral Documents, Disclosure Certificate;
(vii) Funds Letter Agreements with respect to Valley National Bank and the United Parcel Service;
(viii) all instruments, documents instruments and chattel paper in the possession of any of the Loan Credit Parties, together with allonges or assignments as may be necessary or appropriate to create and perfect the Administrative Agent’s and 's security interest in the Collateral to the extent requested under the Security Documents;
(ix) duly executed consents as are necessary, in the Agent's sole discretion, to perfect the Lenders’ ' security interest in the Collateral., including, without limitation, such Acknowledgment Agreements from lessors of real property, warehousemen and other third parties as the Agent may require;
(x) searches of FAA lien filings in Oklahoma City, Oklahoma, and evidence that no Liens exist other than Permitted Liens; and
(xi) evidence satisfactory to the Agent that all filings or other actions necessary under the FAA Act to perfect the Agent's security interest in Spare Parts have been completed;
Appears in 1 contract
Personal Property Collateral. The Administrative Agent Lender shall have received, in form and substance satisfactory to the Administrative AgentLender:
(i) (A) searches of UCC filings in the jurisdiction of incorporation or formation, as applicable, of each Loan Party and each jurisdiction where any Collateral is located or where a filing would need to be made in order to perfect the Administrative AgentLender’s security interest in the Collateral, copies of the financing statements on file in such jurisdictions and evidence that no Liens exist other than Permitted Liens and (B) tax lien, judgment and bankruptcy searches;
(ii) searches of ownership of Intellectual Property in the appropriate governmental offices and such patent/trademark/copyright filings as requested by the Administrative Agent Lender in order to perfect the Administrative AgentLender’s security interest in the Intellectual Property;
(iii) completed UCC financing statements for each appropriate jurisdiction as is necessary, in the Administrative AgentLender’s sole reasonable discretion, to perfect the Administrative AgentLender’s security interest in the Collateral;
(iv) stock or membership certificates, if any, evidencing the Pledged Equity and undated stock or transfer powers duly executed in blank; in each case to the extent such Pledged Equity is certificated; and;
(v) in the case of any personal property Collateral located at premises leased by a Loan Party and set forth on Schedule 5.17(g), such estoppel letters, consents and waivers from the landlords of such real property to the extent required to be delivered in connection with Section 6.13 (such letters, consents and waivers shall be in form and substance reasonably satisfactory to the Lender);
(vi) to the extent required to be delivered, filed, registered or recorded delivered pursuant to the terms and conditions of the Collateral Documents, all instruments, documents and chattel paper in the possession of any of the Loan Parties, together with allonges or assignments as may be necessary or appropriate to create and perfect the Administrative AgentLender’s and the Lenders’ security interest in the Collateral.;
Appears in 1 contract
Sources: Credit Agreement (Sciquest Inc)
Personal Property Collateral. The Administrative Agent shall have received, in form and substance satisfactory to the Administrative Agent:
(i) (A) searches of UCC filings in the jurisdiction of incorporation or formation, as applicable, organization of each Loan Party and each jurisdiction where any Collateral is located or where a filing would need to be made in order to perfect the Administrative Agent’s security interest in the Collateral, copies of the financing statements on file in such jurisdictions and evidence that no Liens exist other than Permitted Liens Liens, and (B) tax lien, lien and judgment and bankruptcy searches;
(ii) searches of ownership of Intellectual Property of each Loan Party in the appropriate governmental offices United States Copyright Office and such patent/trademark/copyright filings as requested the United States Patent and Trademark Office and duly executed notices of grant of security interest in the form required by the Collateral Documents as are necessary, in the Administrative Agent in order Agent’s sole discretion, to perfect the Administrative Agent’s security interest in the Intellectual PropertyProperty of each Loan Party;
(iii) completed UCC financing statements for each appropriate jurisdiction as is necessary, in the Administrative Agent’s sole discretion, to perfect the Administrative Agent’s security interest in the Collateral;
(iv) stock to the extent required to be delivered pursuant to the terms of the Collateral Documents, stock, equity, share or membership certificatescertificates and endorsements of, if anyor notations on, such certificates evidencing Equity Interests pledged pursuant to the Pledged Equity and terms of the Collateral Documents, together with undated stock or transfer powers duly executed in blank; in each case to the extent such Pledged Equity is certificated; and;
(v) to the extent required to be delivered, filed, registered or recorded delivered pursuant to the terms and conditions of the Collateral Documents, all instruments, documents and chattel paper in the possession of any of the Loan Parties, together with allonges or assignments as may be necessary or appropriate to create and perfect the Administrative Agent’s and the Lenders’ security interest in the Collateral.; and
(vi) a Qualifying Control Agreement for each securities account set forth on Schedule 5.20(c) (other than Excluded Accounts) duly executed by the applicable Loan Party and the securities intermediary at which such account is maintained;
Appears in 1 contract
Personal Property Collateral. The Administrative Agent shall have received, in form and substance satisfactory to the Administrative Agent:
(i) certified copies, each as of a recent date, of (A) UCC searches of UCC filings in the jurisdiction of incorporation or formation, as applicable, of each Loan Party and each jurisdiction where any Collateral is located or where a filing would need to be made in order to perfect the Administrative Agent’s security interest jurisdictions specified in the CollateralPerfection Certificate with respect to each Credit Party, together with copies of the financing statements on file in all filings disclosed by such jurisdictions and evidence that no Liens exist other than Permitted Liens and searches, (B) tax lienand judgment lien searches, judgment bankruptcy and bankruptcy searchespending lawsuit searches or equivalent reports or searches listing all effective lien notices or comparable documents that name any Credit Party as debtor and that are filed in the state and county jurisdictions in which any Credit Party is organized or maintains its principal place of business, and (C) such other searches that the Administrative Agent reasonably requests;
(ii) searches of ownership of Intellectual Property in the appropriate governmental offices and such patent/trademark/copyright filings as requested by the Administrative Agent in order to perfect the Administrative Agent’s security interest in the Intellectual Property;
(iii) completed UCC financing statements for each appropriate jurisdiction as is necessarynecessary or appropriate, in the Administrative Agent’s sole discretion, to perfect the Administrative Agent’s security interest in the Collateral;
(iviii) stock or membership certificates, if any, evidencing the Pledged Equity Interests pledged to the Administrative Agent pursuant to the Security Agreement and undated stock or transfer powers with respect thereto, duly executed in blank; ;
(iv) duly executed consents as are necessary, in each case the Administrative Agent’s sole discretion, to perfect the extent such Pledged Equity is certificated; andLenders’ security interest in the Collateral;
(v) to the extent required to be delivered, filed, registered or recorded delivered pursuant to the terms and conditions of the Collateral Security Documents, all instruments, documents and chattel paper in the possession of any of the Loan Credit Parties, together with allonges or assignments as may be necessary or appropriate to create and perfect the Administrative Agent’s and the Lenders’ security interest in the Collateral;
(vi) Deposit Account Control Agreements satisfactory to the Administrative Agent to the extent required to be delivered pursuant to the terms hereof or the other Security Documents; and
(vii) Securities Account Control Agreements satisfactory to the Administrative Agent to the extent required to be delivered pursuant to the terms hereof or the other Security Documents.
Appears in 1 contract
Sources: Credit Agreement (GPM Petroleum LP)
Personal Property Collateral. The Administrative Agent shall have received, in form and substance satisfactory to the Administrative Agent:
: (i) )
(A) searches of UCC filings in the jurisdiction of incorporation or formation, as applicable, of each Loan Party and each jurisdiction where any Collateral is located or where a filing would need to be made in order to perfect the Administrative Agent’s security interest in the Collateral, copies of the financing statements on file in such jurisdictions and evidence that no Liens exist other than Permitted Liens and (B) tax lien, judgment and bankruptcy searches;
; (ii) searches of ownership of Intellectual Property in the appropriate governmental offices and such patent/trademark/copyright filings as requested by the Administrative Agent in order to perfect the Administrative Agent’s security interest in the Intellectual Property;
; (iii) completed UCC financing statements for each appropriate jurisdiction as is necessary, in the Administrative Agent’s sole discretion, to perfect (or reaffirm) the Administrative Agent’s security interest in the Collateral;
; (iv) to the extent not already delivered in connection with the Existing Credit Agreement, stock or membership certificates, if any, evidencing the Pledged Equity and undated stock or transfer powers duly executed in blank; , in each case to the extent such Pledged Equity is certificated; and
(v) [reserved]; (vi) to the extent required to be delivered, filed, registered or recorded pursuant to the terms and conditions of the Collateral DocumentsDocuments and not already delivered, all instruments, documents and chattel paper in the possession of any of the Loan Parties, together with allonges or assignments as may be necessary or appropriate to create and perfect the Administrative Agent’s and the Lenders’ security interest in the Collateral.; (vii) [reserved]; (f) Liability, Casualty, Property, Terrorism and Business Interruption Insurance. To the extent not already delivered in connection with the Existing Credit Agreement, the Administrative Agent shall have received copies of insurance certificates evidencing liability, casualty, property, terrorism and business interruption insurance meeting the requirements set forth herein or in the Collateral Documents or as reasonably required by the Administrative Agent. The Loan Parties shall have delivered to the Administrative Agent an Authorization to Share Insurance Information. 100 206718545
Appears in 1 contract
Personal Property Collateral. The Administrative Collateral Agent shall have received, in form and substance reasonably satisfactory to the Administrative Collateral Agent:
(i) (A) searches of UCC Uniform Commercial Code ("UCC") filings in the jurisdiction of incorporation or formation, as applicable, the chief executive office of each Loan Credit Party and each jurisdiction where any Collateral is located or where a filing would need to be made in order to perfect the Administrative Agent’s Lenders' security interest in the Collateral, copies of the financing statements on file in such jurisdictions and evidence that no Liens exist other than Permitted Liens and (B) tax lien, judgment and bankruptcy searchesLiens;
(ii) searches of ownership of Intellectual Property in to the appropriate governmental offices and such patent/trademark/copyright filings as requested extent not previously received by the Administrative Agent in order to perfect the Administrative Collateral Agent’s security interest in the Intellectual Property;
(iii) completed , duly executed UCC financing statements for each appropriate jurisdiction as is necessary, in the Administrative Collateral Agent’s 's sole discretion, to perfect the Administrative Agent’s Lenders' security interest in the Collateral;
(iii) searches of ownership of registrations and applications for Material Intellectual Property in the appropriate governmental offices in the United States of America and such patent/trademark/copyright filings with respect to the Material Intellectual Property as requested by the Collateral Agent as are reasonably necessary to perfect the security interest of the Collateral Agent therein in the United States of America;
(iv) to the extent not previously received by the Collateral Agent, all stock or membership certificates, if any, certificates evidencing the Pledged Equity and undated stock or transfer powers pledged to the Collateral Agent pursuant to the Pledge Agreement, together with duly executed in blank; in each case to the extent such Pledged Equity is certificatedblank undated stock powers attached thereto; and
(v) to the extent required to be delivered, filed, registered or recorded pursuant to the terms and conditions of not previously received by the Collateral DocumentsAgent, all instruments, documents instruments and chattel paper in the possession of any of a Credit Party as required pursuant to the Loan Parties, Collateral Documents together with allonges or assignments as may be necessary or appropriate to create and perfect the Administrative Agent’s and the Lenders’ ' security interest in the Collateral.
Appears in 1 contract
Personal Property Collateral. The Administrative Agent shall have received, in form and substance satisfactory to the Administrative Agent:
(i) (A) searches of UCC filings in the jurisdiction of incorporation or formation, as applicable, of each Loan Credit Party and each jurisdiction where any Collateral is located or where a filing would need to be made in order to perfect the Administrative Agent’s security interest in the Collateral, copies of the financing statements on file in such jurisdictions and evidence as of the Closing Date that no Liens exist other than Permitted Liens and (B) tax lien, lien and judgment and bankruptcy searches;
(ii) searches of ownership of Intellectual Property in the appropriate governmental offices and such patent/trademark/copyright filings as requested by the Administrative Agent in order to perfect the Administrative Agent’s security interest in the Intellectual Property;
(iii) completed UCC financing statements for each appropriate jurisdiction as is necessary, in the Administrative Agent’s sole discretion, to perfect the Administrative Agent’s security interest in the Collateral;
(iviii) stock or membership certificates, if any, evidencing the Pledged Equity Interests pledged to the Administrative Agent pursuant to the Pledge Agreement and undated stock or transfer powers duly executed in blank; ;
(iv) duly executed consents as are necessary, in each case the Administrative Agent’s reasonable discretion, to perfect the extent such Pledged Equity is certificated; andLenders’ security interest in the Collateral;
(v) to the extent required to be delivered, filed, registered or recorded delivered pursuant to the terms and conditions of the Collateral DocumentsSecurity Documents and listed on Schedule 3.16(b), all instruments, documents and chattel paper in the possession of any of the Loan Credit Parties, together with allonges or assignments as may be necessary or appropriate to create and perfect the Administrative Agent’s and the Lenders’ security interest in the Collateral.;
(vi) Deposit Account Control Agreements satisfactory to the Administrative Agent to the extent required to be delivered pursuant to Section 6.14;
(vii) Securities Account Control Agreements satisfactory to the Administrative Agent to the extent required to be delivered pursuant to Section 6.14; and
Appears in 1 contract
Personal Property Collateral. The Administrative Agent shall have receivedreceived (unless otherwise set forth on Schedule 7.17 and subject to Section 7.17), in form and substance reasonably satisfactory to the Administrative Agent:
(i) (A) searches of UCC filings in the jurisdiction of incorporation or formation, as applicable, of each Loan Party and each jurisdiction where any Collateral is located or where a filing would need to be made in order to perfect the Administrative Agent’s security interest in the Collateral, copies of the financing statements on file in such jurisdictions and evidence that no Liens exist other than Permitted Liens and (Bto the extent a request therefor is made at least seven (7) tax lien, judgment and bankruptcy searchesdays prior to the Closing Date);
(ii) searches of ownership of Intellectual Property in the appropriate governmental offices in the United States and such patent/trademark/copyright filings in the United States Copyright Office and the United States Patent and Trademark Office, in each case as requested by the Administrative Agent in order to perfect the Administrative Agent’s security interest in the Intellectual Property;
(iii) completed UCC financing statements for each appropriate jurisdiction as is necessary, in the Administrative Agent’s sole and reasonable discretion, to perfect the Administrative Agent’s security interest in the Collateral;
(iv) stock or membership certificates, if any, evidencing the Pledged Equity and undated stock or transfer powers duly executed in blank; in each case to the extent such Pledged Equity is certificated;
(v) in the case of any personal property Collateral located at premises leased by a Loan Party and set forth on Schedule 5.19(g), such estoppel letters, consents and waivers from the landlords of such real property to the extent required to be delivered in connection with Section 6.15 (such letters, consents and waivers shall be in form and substance reasonably satisfactory to the Administrative Agent, it being acknowledged and agreed that any landlord waiver in substantially the form of Exhibit N is reasonably satisfactory to the Administrative Agent); and
(vvi) to the extent required to be delivered, filed, registered or recorded delivered pursuant to the terms and conditions of the Collateral Documents, all instruments, documents and chattel paper in the possession of any of the Loan Parties, together with allonges or assignments as may be necessary or appropriate to create and perfect the Administrative Agent’s and the Lenders’ security interest in the Collateral; and
(vii) Qualifying Control Agreements reasonably satisfactory to the Administrative Agent to the extent required to be delivered pursuant to the Security Agreement (it being understood and agreed that Qualifying Control Agreement shall not be required with respect to Excluded Accounts); provided, however, that, notwithstanding the foregoing, to the extent any Collateral (or the creation or perfection of any security interest therein) intended to be provided or perfected pursuant to clause (ii), (v), (vi) or (vii) of this Section 4.01(e) is not or cannot be provided or perfected on the Closing Date after use by the Loan Parties of commercially reasonable efforts to do so or without undue burden or expense, then the provision or perfection of any such Collateral shall not constitute a condition precedent to the Closing Date but shall be required to be provided (or in the case of clause (v) of this Section 4.01(e), shall be required to use commercially reasonable efforts to provide) and/or perfected within forty-five (45) days after the Closing Date (or such longer period as the Administrative Agent, in its reasonable discretion, shall have agreed).
Appears in 1 contract
Personal Property Collateral. The Administrative Agent shall have received, in form and substance reasonably satisfactory to the Administrative Agent:
(i) (A) searches of UCC filings in the jurisdiction of incorporation or formation, as applicable, and the locations of Collateral, as applicable, of each Loan Party and each jurisdiction where any Collateral is located or where a filing would need to be made in order to perfect the Administrative Agent’s security interest in the CollateralParty, copies of the financing statements on file in such jurisdictions and evidence that no Liens exist other than Permitted Liens and Liens, (B) tax lien, judgment judgment, pending litigation, fixture filing and bankruptcy searchessearches of each Loan Party and (C) the Perfection Certificate;
(ii) searches of ownership of Intellectual Property in the appropriate governmental offices and and, subject to Section 6.18(a), such patent/trademark/copyright filings as requested by the Administrative Agent in order to perfect the Administrative Agent’s security interest in the Intellectual Property;
(iii) completed UCC financing statements for each appropriate jurisdiction as is necessary, in the Administrative Agent’s sole discretion, to perfect the Administrative Agent’s security interest in the Collateral;
(iv) membership or stock or membership certificates, if any, evidencing the Pledged Equity and undated stock or transfer powers duly executed in blank; , in each case case, to the extent such Pledged Equity is certificated; and;
(v) subject to Section 6.19(b), in the case of any personal property Collateral located at premises leased by a Loan Party and set forth on Schedule 5.21(g), such estoppel letters, consents and waivers from the landlords of such domestic real property to the extent required to be delivered in connection with Section 6.14 (such letters, consents and waivers shall be in form and substance satisfactory to the Administrative Agent, it being acknowledged and agreed that any Landlord Waiver is satisfactory to the Administrative Agent).
(vi) to the extent required to be delivered, filed, registered or recorded pursuant to the terms and conditions of the Collateral Documents, all instruments, documents and chattel paper in the possession of any of the Loan Parties, together with allonges or assignments as may be necessary or appropriate to create and perfect the Administrative Agent’s and the Lenders’ security interest in the Collateral; and
(vii) subject to Section 6.19(b), Qualifying Control Agreements satisfactory to the Administrative Agent to the extent required to be delivered pursuant to Section 6.18.
Appears in 1 contract
Sources: Credit Agreement (Transcat Inc)
Personal Property Collateral. The Administrative Agent shall have received, in form and substance satisfactory to the Administrative Agent:
(i) (A) searches of UCC Uniform Commercial Code filings in the jurisdiction of incorporation or formation, as applicable, organization of each Loan Party Borrower, the chief executive office of each Borrower and each jurisdiction where any Collateral is located stored or where a filing would need to be could have properly been made in order to perfect the Administrative Agent’s security interest in the Collateralby a creditor of a Borrower, copies of the financing statements on file in such jurisdictions and evidence that no Liens exist other than Permitted Liens and (B) tax lien, judgment and bankruptcy searchesLiens;
(ii) UCC financing statements for each appropriate jurisdiction as is necessary, in the Agent's reasonable discretion, to perfect the Agent's security interest in the Collateral;
(iii) searches of ownership of Intellectual Property intellectual property in the appropriate governmental offices and such patent/trademark/copyright filings as requested by the Administrative Agent in order to perfect the Administrative Agent’s security interest in the Intellectual Property;
(iii) completed UCC financing statements for each appropriate jurisdiction as is necessary, in the Administrative Agent’s sole discretion, to perfect the Administrative Agent’s 's security interest in the Collateral;
(iv) all stock or membership certificates, if any, certificates evidencing the Pledged Equity and undated stock or transfer powers Capital Stock pledged to the Agent pursuant to the Pledge Agreement, together with duly executed in blank; in each case to the extent such Pledged Equity is certificated; andblank undated stock powers attached thereto;
(v) except for the De Minimus Accounts, Lockbox Agreements with respect to all deposit accounts of the Borrowers listed on Schedule 9.10 to this Credit Agreement;
(vi) Approved Appraisals of the Eligible Vehicles of the Borrowers, in form and substance reasonably satisfactory to the extent required to be delivered, filed, registered or recorded pursuant to the terms and conditions of the Collateral Documents, Agent;
(vii) all instruments, documents instruments and chattel paper in the possession of any of the Loan PartiesBorrowers (excluding rental contracts for Rental Equipment and Machinery), together with allonges or assignments as may be necessary or appropriate to create and perfect the Administrative Agent’s and 's security interest in the Collateral to the extent required under the Security Documents; and
(viii) duly executed consents as are necessary, in the Agent's reasonable discretion, to perfect the Lenders’ ' security interest in the Collateral, including, without limitation, such Acknowledgment Agreements from lessors of real property, warehousemen and other third parties as the Agent may require.
Appears in 1 contract
Personal Property Collateral. The Administrative Agent shall have received, in form and substance satisfactory to the Administrative Agent:
(i) (A) searches of UCC Uniform Commercial Code filings in the jurisdiction of incorporation or formation, as applicable, organization of each Loan Party Borrower, the chief executive office of each Borrower and each jurisdiction where any Collateral is located stored or where a filing would need to be could have properly been made in order to perfect the Administrative Agent’s security interest in the Collateralby a creditor of a Borrower, copies of the financing statements on file in such jurisdictions and evidence that no Liens exist other than Permitted Liens and (B) tax lien, judgment and bankruptcy searches;
Liens; (ii) UCC financing statements for each appropriate jurisdiction as is necessary, in the Agent's reasonable discretion, to perfect the Agent's security interest in the Collateral; (iii) searches of ownership of Intellectual Property intellectual property in the appropriate governmental offices and such patent/trademark/copyright filings as requested by the Administrative Agent in order to perfect the Administrative Agent’s security interest in the Intellectual Property;
(iii) completed UCC financing statements for each appropriate jurisdiction as is necessary, in the Administrative Agent’s sole discretion, to perfect the Administrative Agent’s 's security interest in the Collateral;
; (iv) all stock or membership certificates, if any, certificates evidencing the Pledged Equity and undated stock or transfer powers Capital Stock pledged to the Agent pursuant to the Pledge Agreement, together with duly executed in blankblank undated stock powers attached thereto; in each case to the extent such Pledged Equity is certificated; and
(v) except for the De Minimus Accounts, Lockbox Agreements with respect to all deposit accounts of the Borrowers listed on Schedule 9.10 to this Credit Agreement; (vi) Approved Appraisals of the Eligible Vehicles of the Borrowers, in form and substance reasonably satisfactory to the extent required to be delivered, filed, registered or recorded pursuant to the terms and conditions of the Collateral Documents, Agent; (vii) all instruments, documents instruments and chattel paper in the possession of any of the Loan PartiesBorrowers (excluding rental contracts for Rental Equipment and Machinery), together with allonges or assignments as may be necessary or appropriate to create and perfect the Administrative Agent’s 's security interest in the Collateral to the extent required under the Security Documents; and (viii) duly executed consents as are necessary, in the Agent's reasonable discretion, to perfect the Lenders’ ' security interest in the Collateral, including, without limitation, such Acknowledgment Agreements from lessors of real property, warehousemen and other third parties as the Agent may require.
Appears in 1 contract
Personal Property Collateral. The Administrative Agent shall have received, in form and substance satisfactory to the Administrative Agent:
(i) (A) searches of UCC filings in the jurisdiction of incorporation or formation, as applicable, of each Loan Party and each jurisdiction where any Collateral is located or where a filing would need to be made in order to perfect the Administrative Agent’s security interest in the Collateral, copies of the financing statements on file in such jurisdictions and evidence that no Liens exist other than Permitted Liens and (B) tax lien, judgment and bankruptcy searches;
(ii) searches of ownership of Intellectual Property in the appropriate governmental offices and such patent/trademark/copyright filings as requested by the Administrative Agent in order to perfect the Administrative Agent’s security interest in the Intellectual Property;
(iii) completed UCC financing statements for each appropriate jurisdiction as is necessary, in the Administrative Agent’s sole discretion, to perfect the Administrative Agent’s security interest in the Collateral;
(iv) stock or membership certificates, if any, evidencing the Pledged Equity and undated stock or transfer powers duly executed in blank; in each case to the extent such Pledged Equity is certificated; and;
(v) in the case of any personal property Collateral located at premises leased by a Loan Party and set forth on Schedule 5.21(g), such estoppel letters, consents and waivers from the landlords of such real property to the extent required to be delivered in connection with Section 6.14 (such letters, consents and waivers shall be in form and substance satisfactory to the Administrative Agent, it being acknowledged and agreed that any landlord waiver in substantially the form of Exhibit O is satisfactory to the Administrative Agent);
(vi) to the extent required to be delivered, filed, registered or recorded delivered pursuant to the terms and conditions of the Collateral Documents, all instruments, documents and chattel paper in the possession of any of the SV\1166258.1 Loan Parties, together with allonges or assignments as may be necessary or appropriate to create and perfect the Administrative Agent’s and the Lenders’ security interest in the Collateral.; and
Appears in 1 contract
Sources: Credit Agreement (Calix, Inc)
Personal Property Collateral. The Administrative Collateral Agent shall have received, in form and substance reasonably satisfactory to the Administrative Collateral Agent:
(i) (A) searches of UCC Uniform Commercial Code ("UCC") filings in the jurisdiction of incorporation or formation, as applicable, the chief executive office of each Loan Credit Party and each jurisdiction where any Collateral is located or and where a filing would need to be made in order to perfect the Administrative Agent’s Lenders' security interest in the Collateral, copies of the financing statements on file in such jurisdictions and evidence that no Liens exist other than Permitted Liens and (B) tax lien, judgment and bankruptcy searchesLiens;
(ii) searches of ownership of Intellectual Property in the appropriate governmental offices and such patent/trademark/copyright filings as requested by the Administrative Agent in order to perfect the Administrative Agent’s security interest in the Intellectual Property;
(iii) completed duly executed UCC financing statements for each appropriate jurisdiction as is necessary, in the Administrative Collateral Agent’s 's sole discretion, to perfect the Administrative Agent’s Lenders' security interest in the Collateral;
(iii) searches of ownership of intellectual property in the appropriate governmental offices as requested by the Collateral Agent and such patent, trademark and copyright filings as requested by the Collateral Agent;
(iv) all stock or membership certificates, if any, certificates evidencing the Pledged Equity and undated stock or transfer powers pledged to the Collateral Agent pursuant to the Pledge Agreements (other than the shares evidencing the ownership of Peoples), together with duly executed in blank; in each case blank undated stock powers attached thereto (it being understood that such pledged stock shall not include the shares of common stock of Global Telecommunications Solutions and of Shared Technologies Cellular, Inc. owned by Peoples immediately prior to the extent such Pledged Equity is certificatedPeoples Merger); and
(v) to the extent required to be delivered, filed, registered or recorded pursuant to the terms and conditions of the Collateral Documents, all instruments, documents instruments and chattel paper in the possession of any of a Credit Party, as required by the Loan PartiesSecurity Agreement, together with allonges or assignments as may be necessary or appropriate to create and perfect the Administrative Agent’s and the Lenders’ ' security interest in the such Collateral.
Appears in 1 contract
Personal Property Collateral. The Administrative Agent shall have received, in form and substance satisfactory to the Administrative Agent:
(i) (A) searches of UCC filings in the jurisdiction of incorporation or formation, as applicable, of each Loan Party and each other jurisdiction requested by the Administrative Agent or any Lender where any Collateral is located or where a filing would need to be made in order to perfect the Administrative Agent’s security interest in the Collateral, copies of the financing statements on file in such jurisdictions and evidence that no Liens exist other than Permitted Liens and (B) tax lien, judgment and bankruptcy searches;
(ii) searches of ownership of Intellectual Property in the appropriate governmental offices and such patent/trademark/copyright filings as requested by the Administrative Agent in order to perfect the Administrative Agent’s security interest in the Intellectual Property;
(iii) completed UCC financing statements for each appropriate jurisdiction as is necessary, in the Administrative Agent’s sole discretion, to perfect the Administrative Agent’s security interest in the Collateral;
(iv) stock or membership certificates, if any, evidencing the Pledged Equity and undated stock or transfer powers duly executed in blank; in each case to the extent such Pledged Equity is certificated; and;
(v) in the case of any personal property Collateral located at premises leased by a Loan Party, such estoppel letters, consents and waivers from the landlords of such real property to the extent required to be delivered in connection with Section 6.13 (such letters, consents and waivers shall be in form and substance satisfactory to the Administrative Agent, it being acknowledged and agreed that any Landlord Waiver is satisfactory to the Administrative Agent);
(vi) to the extent required to be delivered, filed, registered or recorded pursuant to the terms and conditions of the Collateral Documents, all instruments, documents and chattel paper in the possession of any of the Loan Parties, together with allonges or assignments as may be necessary or appropriate to create and perfect the Administrative Agent’s and the Lenders’ security interest in the Collateral; and
(vii) Qualifying Control Agreements satisfactory to the Administrative Agent to the extent required to be delivered pursuant to Section 6.13.
Appears in 1 contract
Personal Property Collateral. The Administrative Agent shall have received, in form and substance satisfactory to the Administrative Agent:
(i) (A) searches of UCC filings in the jurisdiction of incorporation or formation, as applicable, of each Loan Party and each jurisdiction where any Collateral is located or where a filing would need to be made in order to perfect the Administrative Agent’s security interest in the Collateral, copies of the financing statements on file in such jurisdictions and evidence that no Liens exist other than Permitted Liens and (B) tax lien, judgment and bankruptcy searches;
(ii) searches of ownership of Intellectual Property in the appropriate governmental offices and such patent/trademark/copyright filings as requested by the Administrative Agent in order to perfect the Administrative Agent’s security interest in the Intellectual Property;
(iii) completed UCC financing statements for each appropriate jurisdiction as is necessary, in the Administrative Agent’s sole discretion, to perfect the Administrative Agent’s security interest in the Collateral;
(iv) stock or membership certificates, if any, evidencing the Pledged Equity and undated stock or transfer powers duly executed in blank; in each case to the extent such Pledged Equity is certificated; and;
(v) in the case of any personal property Collateral located at premises leased by a Loan Party, such estoppel letters, consents and waivers from the landlords of such real property to the extent required to be delivered in connection with Section 6.14 (such letters, consents and waivers shall be in form and substance satisfactory to the Administrative Agent);
(vi) to the extent required to be delivered, filed, registered or recorded pursuant to the terms and conditions of the Collateral Documents, all instruments, documents and chattel paper in the possession of any of the Loan Parties, together with allonges or assignments as may be necessary or appropriate to create and perfect the Administrative Agent’s and the Lenders’ security interest in the Collateral.; and
Appears in 1 contract
Personal Property Collateral. The Administrative Agent shall have received, in form and substance satisfactory to the Administrative Agent:
(i) (A) searches of UCC filings in the jurisdiction of incorporation or formation, as applicable, of each Loan Party and each jurisdiction where any Collateral is located or where a filing would need to be made in order to perfect the Administrative Agent’s security interest in the Collateral, copies of the financing statements on file in such jurisdictions and evidence that no Liens exist other than Permitted Liens and (B) tax lien, judgment and bankruptcy searches;
(ii) searches of ownership of Intellectual Property in the appropriate governmental offices and such patent/trademark/copyright filings as requested by the Administrative Agent in order to perfect the Administrative Agent’s security interest in the Intellectual Property;
(iii) completed UCC financing statements for each appropriate jurisdiction as is necessary, in the Administrative Agent’s sole reasonable discretion, to perfect the Administrative Agent’s security interest in the Collateral;
(iv) stock or membership certificates, if any, evidencing the Pledged Equity and undated stock or transfer powers duly executed in blank; in each case to the extent such Pledged Equity is certificated; andprovided, however, Borrowers shall not be required to deliver the stock certificates representing the Pledged Equity of the India Subsidiary;
(v) in the case of any personal property Collateral located at premises leased by a Loan Party and set forth on Schedule 5.21(g)(i), such estoppel letters, consents and waivers from the landlords of such real property to the extent required to be delivered in connection with Section 6.14 (such letters, consents and waivers shall be in form and substance satisfactory to the Administrative Agent, it being acknowledged and agreed that any Landlord Waiver is satisfactory to the Administrative Agent);
(vi) to the extent required to be delivered, filed, registered or recorded delivered pursuant to the terms and conditions of the Collateral Documents, all instruments, documents and chattel paper in the possession of any of the Loan Parties, together with allonges or assignments as may be necessary or appropriate to create and perfect the Administrative Agent’s and the Lenders’ security interest in the Collateral.; and
Appears in 1 contract
Personal Property Collateral. The Administrative Agent shall have received, in form and substance reasonably satisfactory to the Administrative Agent:
(i) the Perfection Certificate with respect to the Loan Parties duly executed by a Responsible Officer of the Borrower;
(ii) (A) searches of UCC filings in the jurisdiction of incorporation or formation, as applicable, of each Loan Party and each jurisdiction where any Collateral is located or where a filing would need to be made in order to perfect the Administrative Agent’s security interest in the Collateral, copies of the financing statements on file in such jurisdictions and evidence that no Liens exist other than Permitted Liens and (B) tax lien, judgment and bankruptcy searches;
(iiiii) searches of ownership of Intellectual Property in the appropriate governmental offices and such patent/trademark/copyright filings as requested by the Administrative Agent in order to perfect the Administrative Agent’s security interest in the Intellectual Property;;
(iiiiv) completed UCC financing statements for each appropriate jurisdiction as is necessary, in the Administrative Agent’s sole reasonable discretion, to perfect the Administrative Agent’s security interest in the Collateral;
(ivv) stock or membership certificates, if any, evidencing the Pledged Equity and undated stock or transfer powers duly executed in blank; in each case to the extent such Pledged Equity is certificated; and
(vvi) to the extent required to be delivered, filed, registered or recorded pursuant to the terms and conditions of the Collateral Documents, all instruments, documents and chattel paper in the possession of any of the Loan Parties, together with allonges or assignments as may be necessary or appropriate to create and perfect the Administrative Agent’s and the Lenders’ security interest in the Collateral.
Appears in 1 contract
Personal Property Collateral. The Administrative Agent shall have received, in ---------------------------- form and substance satisfactory to the Administrative Agent:
(i) (A) searches of UCC Uniform Commercial Code filings in the jurisdiction of incorporation or formation, as applicable, the chief executive office of each Loan Credit Party and each jurisdiction where any Collateral is located or where a filing would need to be made in order to perfect the Administrative Agent’s 's security interest in the Collateral, copies of the financing statements on file in such jurisdictions and evidence that no Liens exist other than Permitted Liens and (B) tax lien, judgment and bankruptcy searchesLiens;
(ii) duly executed UCC financing statements for each appropriate jurisdiction as is necessary, in the Agent's sole discretion, to perfect the Agent's security interest in the Collateral;
(iii) searches of ownership of Intellectual Property in the appropriate governmental offices and such patent/trademark/copyright filings as requested by the Administrative Agent in order to perfect the Administrative Agent’s security interest in the Intellectual Property;
(iii) completed UCC financing statements for each appropriate jurisdiction as is necessary, in the Administrative Agent’s sole discretion, to perfect the Administrative Agent’s 's security interest in the Collateral;
(iv) all stock or membership certificates, if any, certificates evidencing the Pledged Equity Capital Stock pledged to the Agent pursuant to the Pledge Agreement and undated stock or transfer powers the Member Pledge Agreement, together with duly executed in blank; in each case blank undated stock powers attached thereto (unless, with respect to the extent pledged Capital Stock of any Foreign Subsidiary, such Pledged Equity is certificated; andstock powers are deemed unnecessary by the Agent in its reasonable discretion under the law of the jurisdiction of incorporation of such Person);
(v) such patent/trademark/copyright filings as requested by the Agent in order to perfect the extent required to be delivered, filed, registered or recorded pursuant to Agent's security interest in the terms and conditions of the Collateral Documents, Intellectual Property;
(vi) all instruments, documents instruments and chattel paper in the possession of any of the Loan Credit Parties, together with allonges or assignments as may be necessary or appropriate to create and perfect the Administrative Agent’s and the Lenders’ 's security interest in the Collateral;
(vii) duly executed consents as are necessary, in the Agent's sole discretion, to perfect the Lenders' security interest in the Collateral; and
(viii) in the case of any personal property Collateral located at premises leased by a Credit Party, such estoppel letters, consents and waivers from the landlords on such real property as may be required by the Agent.
Appears in 1 contract
Personal Property Collateral. The Administrative Agent shall have received, in form and substance satisfactory to the Administrative Agent:
(i1) (A) searches of UCC filings in the jurisdiction of incorporation or formation, as applicable, of each Loan Party and each jurisdiction where any Collateral is located or where a filing would need to be made in order to perfect the Administrative Agent’s security interest in the Collateral, copies of the financing statements on file in such jurisdictions and evidence that no Liens exist other than Permitted Liens and (B) tax lien, judgment and bankruptcy searches;
(ii2) searches of ownership of Intellectual Property in the appropriate governmental offices and such patent/trademark/copyright filings as requested by the Administrative Agent in order to perfect the Administrative Agent’s security interest in the Intellectual Property;
(iii3) completed UCC financing statements for each appropriate jurisdiction as is necessary, in the Administrative Agent’s sole discretion, to perfect the Administrative Agent’s security interest in the Collateral;
(iv4) stock or membership certificates, if any, evidencing the Pledged Equity and undated stock or transfer powers duly executed in blank; in each case to the extent such Pledged Equity is certificated; and;
(v5) subject to Section 6.17, in the case of any personal property Collateral located at premises leased by a Loan Party and set forth on Schedule 5.21(g), such estoppel letters, consents and waivers from the landlords of such real property to the extent required to be delivered in connection with Section 6.14 (such letters, consents and waivers shall be in form and substance satisfactory to the Administrative Agent, it being acknowledged and agreed that any Landlord Waiver is satisfactory to the Administrative Agent);
(6) to the extent required to be delivered, filed, registered or recorded pursuant to the terms and conditions of the Collateral Documents, all instruments, documents and chattel paper in the possession of any of the Loan Parties, together with allonges or assignments as may be necessary or appropriate to create and perfect the Administrative Agent’s and the Lenders’ security interest in the Collateral; and
(7) Qualifying Control Agreements satisfactory to the Administrative Agent to the extent required to be delivered pursuant to Section 6.14.
Appears in 1 contract
Sources: Credit Agreement (Suncrete, Inc.)
Personal Property Collateral. The Administrative Agent shall have received, in form and substance satisfactory to the Administrative Agent:
(i) (A) searches of UCC filings in the jurisdiction of incorporation or formation, as applicable, of each Loan Credit Party and each jurisdiction where any Collateral is located or where a filing would need to be made in order to perfect the Administrative Agent’s security interest in the Collateral, copies of the financing statements on file in such jurisdictions and evidence that no Liens exist other than Permitted Liens and (B) tax lien, lien and judgment and bankruptcy searches;
(ii) searches of ownership of Intellectual Property registered in the United States of America or in Canada in the appropriate governmental offices and such patent/trademark/copyright filings as requested by the Administrative Agent in order to perfect the Administrative Agent’s security interest in the Intellectual Property;
(iii) completed UCC financing statements for each appropriate jurisdiction as is necessary, in the Administrative Agent’s sole discretion, to perfect the Administrative Agent’s security interest in the Collateral;
(iv) stock or membership certificates, if any, evidencing the Pledged Equity Interests pledged to the Administrative Agent pursuant to the Pledge Agreement and undated stock or transfer powers duly executed in blank; in each case to the extent such Pledged Equity is certificated; and;
(v) duly executed consents as are necessary, in the Administrative Agent’s sole discretion, to perfect the Lenders’ security interest in the Collateral;
(vi) to the extent required to be delivered, filed, registered or recorded delivered pursuant to the terms and conditions of the Collateral Security Documents, all instruments, documents and chattel paper in the possession of any of the Loan Credit Parties, together with allonges or assignments as may be necessary or appropriate to create and perfect the Administrative Agent’s and the Lenders’ security interest in the Collateral;
(vii) Deposit Account Control Agreements satisfactory to the Administrative Agent to the extent required to be delivered pursuant to Section 6.14; and
(viii) Securities Account Control Agreements satisfactory to the Administrative Agent to the extent required to be delivered pursuant to Section 6.14.
Appears in 1 contract
Personal Property Collateral. The Administrative Agent shall have received, in form and substance reasonably satisfactory to the Administrative Agent:
(i) (A) searches of UCC filings in the jurisdiction of incorporation or formation, as applicable, of each Loan Party and each jurisdiction where any Collateral is located or where a filing would need to be made in order to perfect the Administrative Agent’s security interest in the Collateral, copies of the financing statements on file in such jurisdictions and evidence that no Liens exist other than Permitted Liens and (B) tax lienLien (if any and/or applicable), judgment and bankruptcy searches;
(ii) searches of ownership of Intellectual Property in the appropriate governmental offices and such patent/trademark/copyright filings as requested by the Administrative Agent in order to perfect the Administrative Agent’s security interest in the Intellectual Property;
(iii) completed UCC financing statements for each appropriate jurisdiction as is necessary, in the Administrative Agent’s sole discretion, to perfect the Administrative Agent’s security interest in the Collateral;
(iii) a certified copy of the annotated register of mortgages and charges of the Company updated to reflect the security created under the Collateral Documents;
(iv) stock stock, share or membership certificates, if any, evidencing the Pledged Equity and undated stock or transfer powers duly executed in blank, if any; in each case to the extent such Pledged Equity is certificated; and;
(v) to the extent required to be delivered, filed, registered or recorded pursuant to the terms and conditions of the Collateral Documents, all instruments, documents (including relevant page(s) of the share register book of any Person showing any pledge registration), notices and acknowledgements and chattel paper in the possession of the Company and/or any of the other Loan PartiesParty, together with allonges or assignments as may be necessary or appropriate to create and perfect the Administrative Agent’s and the Lenders’ security interest in the Collateral; and
(vi) Qualifying Control Agreements reasonably satisfactory to the Administrative Agent to the extent required to be delivered pursuant to Section 6.14.
Appears in 1 contract
Sources: Credit Agreement (Fabrinet)
Personal Property Collateral. The Administrative Agent shall have received, in form and substance satisfactory to the Administrative Agent:
(i) (A) searches of UCC filings in the jurisdiction of incorporation or formation, as applicable, organization of each Loan Party and each jurisdiction where any Collateral is located or where a filing would need to be made in order to perfect the Administrative Agent’s security interest in the Collateral, copies of the financing statements on file in such jurisdictions and evidence that no Liens exist other than Permitted Liens Liens, and (B) tax lien, lien and judgment and bankruptcy searches;
(ii) searches of ownership of Intellectual Property of each Loan Party in the appropriate governmental offices United States Copyright Office and such patent/trademark/copyright filings as requested the United States Patent and Trademark Office and duly executed notices of grant of security interest in the form required by the Collateral Documents as are necessary, in the Administrative Agent in order Agent’s reasonable discretion, to perfect the Administrative Agent’s security interest in the Intellectual PropertyProperty of each Loan Party;
(iii) completed UCC financing statements for each appropriate jurisdiction as is necessary, in the Administrative Agent’s sole discretion, to perfect the Administrative Agent’s security interest in the Collateral;
(iv) stock to the extent required to be delivered pursuant to the terms of the Collateral Documents, stock, equity, share or membership certificatescertificates and endorsements of, if anyor notations on, such certificates evidencing Equity Interests pledged pursuant to the Pledged Equity and terms of the Collateral Documents, together with undated stock or transfer powers duly executed in blank; in each case to the extent such Pledged Equity is certificated; and
(v) to the extent required to be delivered, filed, registered or recorded delivered pursuant to the terms and conditions of the Collateral Documents, all instruments, documents and chattel paper in the possession of any of the Loan Parties, together with allonges or assignments as may be necessary or appropriate to create and perfect the Administrative Agent’s and the Lenders’ security interest in the Collateral.
Appears in 1 contract
Personal Property Collateral. The Administrative Agent shall have received, in form and substance satisfactory to the Administrative Agent:
(i) (A) searches of UCC filings in the jurisdiction of incorporation or formation, as applicable, of each Loan Credit Party and each jurisdiction where any Collateral is located or where a filing would need to be made in order to perfect the Administrative Agent’s security interest in the Collateral, copies of the financing statements on file in such jurisdictions and evidence that no Liens exist other than Permitted Liens and (B) tax lien, lien and judgment and bankruptcy searches;
(ii) searches of ownership of Intellectual Property in the appropriate governmental offices and such patent/trademark/copyright filings as requested by the Administrative Agent in order to perfect the Administrative Agent’s security interest in the Intellectual Property;
(iii) completed UCC financing statements for each appropriate jurisdiction as is necessary, in the Administrative Agent’s sole discretion, to perfect the Administrative Agent’s security interest in the Collateral;
(iv) stock or membership certificates, if any, evidencing the Pledged Equity Interests pledged to the Administrative Agent pursuant to the Pledge Agreement and undated stock or transfer powers duly executed in blank; provided that the original stock certificate and undated stock power duly executed in each case blank naming the Parent, TaxACT Holdings, Inc., as owner of the Borrower shall be delivered to the extent such Pledged Equity is certificatedAdministrative Agent in New York within thirty (30) days after the Closing;
(v) duly executed consents as are necessary, in the Administrative Agent’s sole discretion, to perfect the Lenders’ security interest in the Collateral; and
(vvi) to the extent required to be delivered, filed, registered or recorded delivered pursuant to the terms and conditions of the Collateral Security Documents, all instruments, documents and chattel paper in the possession of any of the Loan Credit Parties, together with allonges or assignments as may be necessary or appropriate to create and perfect the Administrative Agent’s and the Lenders’ security interest in the Collateral.
Appears in 1 contract
Sources: Credit Agreement (Infospace Inc)
Personal Property Collateral. The Administrative Agent shall have received, in form and substance reasonably satisfactory to the Administrative Agent:
(i) (A) a completed Perfection Certificate for each Domestic Loan Party and a completed Information Certificate for each Foreign Loan Party, searches of UCC filings in the jurisdiction of incorporation or formation, as applicable, of each Domestic Loan Party and each other jurisdiction where any Collateral is located or where a filing would need to be made in order to perfect deemed reasonably appropriate by the Administrative Agent’s security interest in the Collateral, copies of the financing statements on file in such jurisdictions and evidence that no Liens exist other than Permitted Liens and (B) tax lien, judgment and bankruptcy searchessearches in such jurisdictions as are deemed reasonably appropriate by the Administrative Agent;
(ii) searches of ownership of Intellectual Property in the appropriate governmental offices and such patent/trademark/copyright filings in suitable form for filing with the United States Patent and Trademark Office or the United States Copyright Office, as applicable, as reasonably requested by the Administrative Agent in order to perfect the Administrative Agent’s security interest in the Intellectual PropertyProperty registered or pending in the United States;
(iii) completed UCC financing statements for each appropriate jurisdiction as is necessary, in the Administrative Agent’s sole discretion, to perfect the Administrative Agent’s security interest in the Collateral;
(iv) stock or membership certificates, if any, evidencing the Pledged Equity and undated stock or transfer powers duly executed in blank; in each case to the extent such Pledged Equity is certificated (it being understood that any Loan Party and any Subsidiary or other issuer thereof will be obligated to cause any such Pledged Equity not already certificated to become certificated);
(v) in the case of any personal property Collateral located at premises leased by a Loan Party and set forth on Schedule 5.21(d)(ii) with respect to which a Landlord Waiver or similar letter, consent or waicerwaiver is required by Administrative Agent, evidence reasonably satisfactory to the Administrative Agent that the Borrowers shall have used commercially reasonable efforts to obtain consents and waivers from the landlords of such real property to the extent required to be delivered in connection with Section 6.14 (such letters, consents and waivers shall be in form and substance reasonably satisfactory to the Administrative Agent, it being acknowledged and agreed that any Landlord Waiver is satisfactory to the Administrative Agent); and
(vvi) to the extent required to be delivered, filed, registered or recorded delivered pursuant to the terms and conditions of the Collateral Documents, all instruments, documents and chattel paper in the possession of any of the Loan Parties, together with allonges or assignments as may be necessary or appropriate to create and perfect the Administrative Agent’s and the Lenders’ security interest in the such Collateral.
Appears in 1 contract
Sources: Credit Agreement (Movado Group Inc)
Personal Property Collateral. The Administrative Agent shall have received, in form and substance satisfactory to the Administrative Agent:
(i) (A) searches of UCC filings in the jurisdiction of incorporation or formation, as applicable, of each Loan Party and each jurisdiction where any Collateral is located or where a filing would need to be made in order to perfect the Administrative Agent’s security interest in the Collateral, copies of the financing statements on file in such jurisdictions and evidence that no Liens exist other than Permitted Liens and (B) tax lien, judgment and bankruptcy searches;
(ii) searches of ownership of Intellectual Property in the appropriate governmental offices and such patent/trademark/copyright filings as requested by the Administrative Agent in order to perfect the Administrative Agent’s security interest in the Intellectual Property;
(iii) completed UCC financing statements for each appropriate jurisdiction as is necessary, in the Administrative Agent’s sole discretion, to perfect the Administrative Agent’s security interest in the Collateral;
(iv) stock or membership certificates, if any, evidencing the Pledged Equity and undated stock or transfer powers duly executed in blank; in each case to the extent such Pledged Equity is certificated; and;
(v) in the case of any personal property Collateral located at premises leased by a Loan Party and set forth on Schedule 5.21(g)(ii), such estoppel letters, consents and waivers from the landlords of such real property to the extent required to be delivered in connection with Section 6.14 (such letters, consents and waivers shall be in form and substance satisfactory to the Administrative Agent, it being acknowledged and agreed that any Landlord Waiver is satisfactory to the Administrative Agent);
(vi) to the extent required to be delivered, filed, registered or recorded pursuant to the terms and conditions of the Collateral Documents, all instruments, documents and chattel paper in the possession of any of the Loan Parties, together with allonges or assignments as may be necessary or appropriate to create and perfect the Administrative Agent’s and the Lenders’ security interest in the Collateral; and
(vii) Qualifying Control Agreements satisfactory to the Administrative Agent to the extent required to be delivered pursuant to Section 6.14.
Appears in 1 contract
Personal Property Collateral. The Administrative Agent shall have received, in form and substance satisfactory to the Administrative Agent:
(i) (A) searches of UCC Uniform Commercial Code filings in the jurisdiction of incorporation or formation, as applicable, the chief executive office of each Loan Credit Party owning any portion of the tangible personal property Collateral and each jurisdiction where any tangible personal property Collateral is located or where a filing would need to be made in order to perfect the Administrative Agent’s 's security interest in the tangible personal property Collateral, copies of the financing statements on file in such jurisdictions and evidence that no Liens exist other than Permitted Liens and (B) tax lien, judgment and bankruptcy searchesLiens;
(ii) searches of ownership of Intellectual Property in the appropriate governmental offices and such patent/trademark/copyright filings as requested by the Administrative Agent in order to perfect the Administrative Agent’s security interest in the Intellectual Property;
(iii) completed duly executed UCC financing statements for each appropriate jurisdiction as is necessary, in the Administrative Agent’s 's sole discretion, to perfect the Administrative Agent’s 's security interest in the Collateral;
(iviii) stock or membership certificatesall certificates evidencing any certificated Capital Stock pledged to the Agent pursuant to any Pledge Agreement, if any, evidencing the Pledged Equity and undated stock or transfer powers together with duly executed in blank; , undated stock powers attached thereto;
(iv) duly executed notices of grant of security interest as are necessary, in each case the Agent's sole discretion, to perfect the extent such Pledged Equity is certificated; andAgent's security interest in the Collateral;
(v) to the extent required to be delivered, filed, registered or recorded pursuant to the terms and conditions of the Collateral Documents, all instruments, documents instruments and chattel paper in the possession of any of the Loan Credit Parties, together with allonges or assignments as may be necessary or appropriate to create and perfect the Administrative Agent’s and the Lenders’ 's security interest in the Collateral;
(vi) duly executed consents as are necessary, in the Agent's sole discretion, to perfect the Agent's security interest in the Collateral;
(vii) in the case of any tangible personal property Collateral located at a premises leased by a Credit Party, such estoppel letters, consents and waivers from the landlords on such real property as may be required by the Agent; and
(viii) A copy of (x) each of the documents, instruments and agreements evidencing any of the Indebtedness described on Schedule 6.33; (y) each Material Contract and (z) each of the documents, instruments and agreements evidencing any of the transactions described on Schedule 8.13, in each case certified as true, correct and complete by the chief executive officer or chief financial officer of each of the Parents.
Appears in 1 contract
Sources: Credit and Reimbursement Agreement (CNL American Properties Fund Inc)
Personal Property Collateral. The Administrative Agent shall have received, in form and substance satisfactory to the Administrative Agent:
(i) (A) searches of UCC filings in the jurisdiction of incorporation or formation, as applicable, of each Loan Credit Party and each jurisdiction where any Collateral is located or where a filing would need to be made in order to perfect the Administrative Agent’s security interest in the Collateral, copies of the financing statements on file in such jurisdictions and evidence that no Liens exist other than Permitted Liens and (BC) tax lien, lien and judgment and bankruptcy searches;
(ii) searches of ownership of Intellectual Property in the appropriate governmental offices and such patent/trademark/copyright filings as requested by the Administrative Agent in order to perfect the Administrative Agent’s security interest in the Intellectual Property;
(iii) completed UCC financing statements for each appropriate jurisdiction as is necessary, in the Administrative Agent’s sole discretion, to perfect the Administrative Agent’s security interest in the Collateral;
(iv) stock or membership certificates, if any, evidencing the Pledged Equity Interests pledged to the Administrative Agent pursuant to the Pledge Agreement and undated stock or transfer powers duly executed in blank; ;
(v) duly executed consents as are necessary, in each case the Administrative Agent’s sole discretion, to perfect the extent such Pledged Equity is certificatedLenders’ security interest in the Collateral;
(vi) [Reserved]; and
(vvii) to the extent required to be delivered, filed, registered or recorded delivered pursuant to the terms and conditions of the Collateral Security Documents, all instruments, documents and chattel paper in the possession of any of the Loan Credit Parties, together with allonges or assignments as may be necessary or appropriate to create and perfect the Administrative Agent’s and the Lenders’ security interest in the Collateral.
Appears in 1 contract
Personal Property Collateral. The Administrative Agent shall have received, in form and substance reasonably satisfactory to the Administrative Agent:
(i) (A) searches of UCC filings or the equivalent records in the jurisdiction of incorporation or formation, as applicable, of each Loan Credit Party and each jurisdiction where any Collateral is located or where a filing would need to be made in order to perfect the Administrative Agent’s security interest in the Collateral, copies of the financing statements on file in such jurisdictions and evidence that no Liens exist other than Permitted Liens and (B) tax lien, lien and judgment and bankruptcy searches;
(ii) searches of ownership of Intellectual Property in the appropriate governmental offices and such patent/trademark/copyright filings as requested by the Administrative Agent in order to perfect the Administrative Agent’s security interest in the Intellectual Property;
(iii) completed UCC financing statements or the foreign equivalent for each appropriate jurisdiction as is necessary, in the Administrative Agent’s sole discretion, to perfect the Administrative Agent’s security interest in the Collateral;
(iv) stock or membership certificatescertificates (or foreign equivalent thereof), if any, evidencing the Pledged Equity Interests pledged to the Administrative Agent pursuant to the Security Documents and undated stock or transfer powers duly executed in blank; ;
(v) duly executed consents as are necessary, in each the Administrative Agent’s sole discretion, to perfect the Lenders’ security interest in the Collateral;
(vi) in the case of any personal property Collateral located at premises leased by a Credit Party and set forth on Schedule 3.16(f)(ii) such estoppel letters, consents and waivers from the landlords of such real property to the extent required to be delivered in connection with Section 5.13 (such Pledged Equity is certificatedletters, consents and waivers shall be in form and substance reasonably satisfactory to the Administrative Agent); and
(vvii) to the extent required to be delivered, filed, registered or recorded delivered pursuant to the terms and conditions of the Collateral Security Documents, all instruments, documents and chattel paper in the possession of any of the Loan Credit Parties, together with allonges or assignments as may be necessary or reasonably appropriate to create and perfect the Administrative Agent’s and the Lenders’ security interest in the Collateral.
Appears in 1 contract
Personal Property Collateral. The Administrative Agent shall have received, in form and substance satisfactory to the Administrative Agent:
(i) (A) searches of UCC Uniform Commercial Code filings in the jurisdiction of incorporation or formation, as applicable, the chief executive office of each Loan Credit Party and each jurisdiction where any Collateral is located or where a filing would need to be made in order to perfect the Administrative Agent’s security interest in the Collateral, copies of the financing statements on file in such jurisdictions and evidence that no Liens exist other than Permitted Liens and (B) tax lien, judgment and bankruptcy searchesLiens;
(ii) searches of ownership of Intellectual Property in the appropriate governmental offices and such patent/trademark/copyright filings as requested by the Administrative Agent in order to perfect the Administrative Agent’s security interest in the Intellectual Property;
(iii) completed UCC financing statements for each appropriate jurisdiction as is necessary, in the Administrative Agent’s sole discretion, to perfect the Administrative Agent’s security interest in the Collateral;
(iii) searches of ownership of, and Liens on, intellectual property of each Credit Party in the appropriate governmental offices;
(iv) stock or membership certificatesto the extent not previously delivered to the Agent, if anyall certificates evidencing any certificated Capital Stock pledged to the Agent pursuant to the Pledge Agreement, evidencing the Pledged Equity and undated stock or transfer powers together with duly executed in blank; in each case , undated stock powers attached thereto (unless, with respect to the extent pledged Capital Stock of any Foreign Subsidiary, such Pledged Equity is certificated; andstock powers are deemed unnecessary by the Agent in its reasonable discretion under the law of the jurisdiction of incorporation of such Person);
(v) to the extent required to be delivered, filed, registered or recorded pursuant not previously delivered to the terms and conditions Agent, duly executed notices of grant of security interest in the Collateral Documentsform required by the Security Agreement as are necessary, in the Agent’s sole discretion, to perfect the Agent’s security interest in the Collateral;
(vi) all instruments, documents instruments and chattel paper in the possession of any of the Loan Credit Parties, together with allonges or assignments as may be necessary or appropriate to create and perfect the Administrative Agent’s and the Lenders’ security interest in the Collateral;
(vii) duly executed consents as are necessary, in the Agent’s sole discretion, to perfect the Agent’s security interest in the Collateral; and
(viii) to the extent not previously delivered to the Agent, in the case of any personal property Collateral located at a premises leased by a Credit Party, such estoppel letters, consents and waivers from the landlords on such real property as may be required by the Agent.
Appears in 1 contract
Sources: Credit Agreement (Healthtronics Surgical Services Inc)
Personal Property Collateral. The Administrative Agent shall have received, in ---------------------------- form and substance reasonably satisfactory to the Administrative Agent:
(i) (A) searches of UCC Uniform Commercial Code ("UCC") filings in the jurisdiction of incorporation or formation, as applicable, the chief executive office of each Loan Credit Party and each jurisdiction where any Collateral is located or where a filing would need to be made in order to perfect the Administrative Agent’s Lenders' security interest in the Collateral, copies of the financing statements on file in such jurisdictions and evidence that no Liens exist other than Permitted Liens and (B) tax lien, judgment and bankruptcy searchesLiens;
(ii) searches of ownership of Intellectual Property in the appropriate governmental offices and such patent/trademark/copyright filings as requested by the Administrative Agent in order to perfect the Administrative Agent’s security interest in the Intellectual Property;
(iii) completed duly executed UCC financing statements for each appropriate jurisdiction as is necessary, in the Administrative Agent’s 's sole discretion, to perfect the Administrative Agent’s Lenders' security interest in the Collateral;
(iii) searches of ownership of intellectual property in the appropriate governmental offices as requested by the Agent and such patent, trademark and copyright filings as are reasonably necessary to perfect the security interest of the Agent therein in the United States of America;
(iv) stock or membership all certificates, if any, evidencing any certificated Capital Stock pledged to the Pledged Equity and undated stock or transfer powers Agent pursuant to the Security Agreement, together with duly executed in blank; in each case to the extent such Pledged Equity is certificated; andblank undated stock powers attached thereto;
(v) to the extent required to be deliveredvalued in excess of $100,000, filed, registered each instrument or recorded pursuant to the terms and conditions of the Collateral Documents, all instruments, documents and chattel paper in the possession of any of a Credit Party (including, without limitation, the Loan PartiesManagement Notes), as required by the Security Agreement, together with allonges or assignments as may be necessary or appropriate to create and perfect the Administrative Agent’s and the Lenders’ ' security interest in such Collateral; and
(vi) asset appraisal reports on the Collateralpersonal property of the Borrower and its Subsidiaries, the terms of which are reasonably acceptable to the Agent.
Appears in 1 contract
Personal Property Collateral. The Administrative Agent Lender shall have received, in form and substance satisfactory to the Administrative AgentLender:
(i) (A) searches of UCC filings in the jurisdiction of incorporation or formation, as applicable, of each Loan Party and each jurisdiction where any Collateral is located or where a filing would need to be made in order to perfect the Administrative AgentLender’s security interest in the Collateral, copies of the financing statements on file in such jurisdictions and evidence that no Liens exist other than Permitted Liens and (B) tax lien, judgment and bankruptcy searches;
(ii) searches of ownership of Intellectual Property in the appropriate governmental offices and such patent/trademark/copyright filings as requested by the Administrative Agent in order to perfect the Administrative Agent’s security interest in the Intellectual Property;
(iii) completed UCC financing statements for each appropriate jurisdiction as is necessary, in the Administrative AgentLender’s sole discretion, to perfect the Administrative AgentLender’s security interest in the Collateral;
(iviii) to the extent not delivered to Lender pursuant to the Existing Credit Agreement, stock or membership certificates, if any, evidencing the Pledged Equity and undated stock or transfer powers duly executed in blank; in each case to the extent such Pledged Equity is certificated; and;
(iv) to the extent not delivered to Lender pursuant to the Existing Credit Agreement, in the case of any personal property Collateral located at the headquarters of the Company, such consents and waivers from the landlord of such real property to the extent required to be delivered in connection with Section 6.14 (such consents and waivers shall be in form and substance satisfactory to the Lender);
(v) to the extent required to be delivereddelivered by this Agreement and not already delivered pursuant to the Existing Credit Agreement, filed, registered or recorded pursuant to the terms and conditions of the Collateral Documents, all instruments, documents (including relevant page(s) of the share register book of the company showing the pledge registration) and chattel paper in the possession of any of the Loan Parties, together with allonges or assignments as may be necessary or appropriate to create and perfect the Administrative AgentLender’s and the Lenders’ security interest in the Collateral
(vi) to the extent not delivered to Lender pursuant to the Existing Credit Agreement, Qualifying Control Agreements satisfactory to the Lender to the extent required to be delivered pursuant to Section 6.15; and
(vii) such documentation as may be required by the Lender to comply with the Federal Assignment of Claims Act; and the Loan Parties shall take such actions as may be required by the Lender to file such documentation with the appropriate Governmental Authorities.
Appears in 1 contract
Personal Property Collateral. The Administrative Agent shall have received, in form and substance satisfactory to the Administrative Agent:
(i) (A1) searches of UCC Uniform Commercial Code filings in the jurisdiction of incorporation or formation, as applicable, the chief executive office and the jurisdiction of formation of each Loan Credit Party and each jurisdiction where any Collateral is located or where a filing would need to be made in order to perfect the Administrative Agent’s security interest in the Collateral, copies of the financing statements on file in such jurisdictions and evidence that no Liens exist other than Permitted Liens and (B) tax lien, judgment and bankruptcy searchesLiens;
(ii2) searches of ownership of Intellectual Property in the appropriate governmental offices and such patent/trademark/copyright filings as requested by the Administrative Agent in order to perfect the Administrative Agent’s security interest in the Intellectual Property;
(iii) completed UCC financing statements for each appropriate jurisdiction as is necessary, in the Administrative Agent’s sole Agents’ discretion, to perfect the Administrative Agent’s security interest in the Collateral;
(iv3) searches of ownership of each Credit Party’s Intellectual Property in the appropriate governmental offices;
(4) such patent/trademark/copyright filings as requested by the Agents in order to perfect the Administrative Agent’s security interest in the Credit Parties’ Intellectual Property;
(5) all stock or membership certificates, if any, evidencing the Pledged Equity and undated stock or transfer powers Capital Stock pledged to the Administrative Agent pursuant to the Pledge Agreement, together with duly executed in blank; in each case to the extent such Pledged Equity is certificated; andblank undated stock powers attached thereto;
(v6) to the extent required to be delivered, filed, registered or recorded pursuant to the terms and conditions of the Collateral Documents, all instruments, documents instruments and chattel paper in the possession of any of the Loan Credit Parties, together with allonges or assignments as may be necessary or appropriate to create and perfect the Administrative Agent’s and security interest in the Collateral;
(7) duly executed consents as are necessary, in the Agents’ discretion, to perfect the Lenders’ security interest in the Collateral; and
(8) in the case of any personal property Collateral located at premises leased by a Credit Party, such estoppel letters, consents and waivers from the landlords of such real property that the Borrower is able to obtain by using its commercially reasonable efforts.
Appears in 1 contract
Personal Property Collateral. The Administrative Agent shall have received, in form and substance satisfactory to the Administrative Agent:
(i) (A) searches of UCC Uniform Commercial Code filings in the jurisdiction of incorporation or formation, as applicable, the chief executive office of each Loan Collateral Party and each jurisdiction where any Collateral is located or where a filing would need to be made in order to perfect the Administrative Agent’s 's security interest in the Collateral, copies of the financing statements on file in such jurisdictions and evidence that no Liens exist other than Permitted Liens and (B) tax lien, judgment and bankruptcy searchesLiens;
(ii) searches of ownership of Intellectual Property in the appropriate governmental offices and such patent/trademark/copyright filings as requested by the Administrative Agent in order to perfect the Administrative Agent’s security interest in the Intellectual Property;
(iii) completed duly executed UCC financing statements for each appropriate jurisdiction as is necessary, in the Administrative Agent’s 's sole discretion, to perfect the Administrative Agent’s 's security interest in the Collateral;
(iii) searches of ownership of, and Liens on, intellectual property of each Collateral Party in the appropriate governmental offices;
(iv) stock or membership certificates, if any, evidencing the Pledged Equity and undated stock or transfer powers duly executed notices of grant of security interest in blank; the form required by the Pledge and Security Agreement as are necessary, in each case the Administrative Agent's sole discretion, to perfect the extent such Pledged Equity is certificated; andAdministrative Agent's security interest in the Collateral;
(v) to the extent required to be delivered, filed, registered or recorded pursuant to the terms and conditions of the Collateral Documents, all instruments, documents instruments and chattel paper in the possession of any of the Loan PartiesCollateral Parties to the extent not previously delivered to the agent under the Existing Credit Agreement, together with allonges or assignments as may be necessary or appropriate to create and perfect the Administrative Agent’s and the Lenders’ 's security interest in the Collateral;
(vi) duly executed consents as are necessary, in the Administrative Agent's sole discretion, to perfect the Administrative Agent's security interest in any material Collateral; and
(vii) in the case of any material personal property Collateral located at a premises leased by a Collateral Party, such estoppel letters, consents and waivers from the landlords on such real property as may be required by the Administrative Agent.
Appears in 1 contract
Sources: Credit Agreement (Clubcorp Inc)
Personal Property Collateral. The Administrative Agent shall have received, in form and substance satisfactory to the Administrative Agent:
(i) (A) searches of UCC filings in the jurisdiction of incorporation or formation, as applicable, organization of each Loan Credit Party, the chief executive office of each Credit Party and each jurisdiction where any Collateral is assets owned by a Credit Party are located or where a filing would need to be could have been properly made in order to perfect the Administrative Agent’s security interest in the Collateralby a creditor of a Credit Party, copies of the financing statements on file in such jurisdictions and evidence that no Liens exist other than Permitted Liens and (B) tax lien, judgment and bankruptcy searchesLiens;
(ii) UCC financing statements for each appropriate jurisdiction as is necessary, in the Agent’s sole discretion, to perfect the Agent’s security interest in the Collateral;
(iii) searches of ownership of Intellectual Property intellectual property in the appropriate governmental offices and such patent/trademark/copyright filings as requested by the Administrative Agent in order to perfect the Administrative Agent’s security interest in the Intellectual Property;
(iii) completed UCC financing statements for each appropriate jurisdiction as is necessary, in the Administrative Agent’s sole discretion, to perfect the Administrative Agent’s security interest in the Collateral;
(iv) all stock or membership certificates, if any, certificates evidencing the Pledged Equity and undated stock or transfer powers Capital Stock pledged to the Agent pursuant to the Pledge Agreement, together with duly executed in blank; in each case to the extent such Pledged Equity is certificated; andblank undated stock powers attached thereto;
(v) Deposit Account Control Agreements with respect to the extent required to be delivered, filed, registered or recorded pursuant to the terms and conditions all deposit accounts of the Collateral DocumentsCredit Parties listed on Schedule 6.35, except as otherwise provided in Section 9.10;
(vi) all instruments, documents instruments and chattel paper in the possession of any of the Loan Credit Parties, together with allonges or assignments as may be necessary or appropriate to create and perfect the Administrative Agent’s and security interest in the Collateral to the extent required under the Security Documents; and
(vii) duly executed consents as are necessary, in the Agent’s sole discretion, to perfect the Lenders’ security interest in the Collateral, including, without limitation, (A) such Acknowledgment Agreements from lessors of real property, warehousemen and other third parties as the Agent may require, (B) such freight forwarder agreements from third parties acting as freight forwarders for the Credit Parties in form and substance satisfactory to the Agent and (C) Buying Association Supplemental Agreements with each of the Buying Associations in form and substance satisfactory to the Agent.
Appears in 1 contract
Personal Property Collateral. The Administrative Agent shall have received, in form and substance satisfactory to the Administrative Agent:
(i) (A) searches of UCC filings in the jurisdiction of incorporation or formation, as applicable, of each Loan Party and each jurisdiction where any Collateral is located or where a filing would need to be made in order to perfect the Administrative Agent’s security interest in the Collateral, copies of the financing statements on file in such jurisdictions and evidence that no Liens exist other than Permitted Liens and (B) tax lien, judgment and bankruptcy searches;
(ii2) searches of ownership of Intellectual Property in the appropriate governmental offices and such patent/trademark/copyright filings as requested by the Administrative Agent in order to perfect the Administrative Agent’s security interest in the Intellectual Property;
(iii3) completed UCC financing statements for each appropriate jurisdiction as is necessary, in the Administrative Agent’s sole discretion, to perfect the Administrative Agent’s security interest in the Collateral;
(iv4) stock or membership certificates, if any, evidencing the Pledged Equity and undated stock or transfer powers duly executed in blank; in each case to the extent such Pledged Equity is certificated; and;
(v5) subject to Section 6.17, in the case of any personal property Collateral located at premises leased by a Loan Party and set forth on Schedule 5.21(g), such estoppel letters, consents and waivers from the landlords of such real property to the extent required to be delivered in connection with Section 6.14 (such letters, consents and waivers shall be in form and substance satisfactory to the Administrative Agent, it being acknowledged and agreed that any Landlord Waiver is satisfactory to the Administrative Agent);
(6) to the extent required to be delivered, filed, registered or recorded pursuant to the terms and conditions of the Collateral Documents, all instruments, documents and chattel paper in the possession of any of the Loan Parties, together with allonges or assignments as may be necessary or appropriate to create and perfect the Administrative Agent’s and the Lenders’ security interest in the Collateral.; and
Appears in 1 contract
Personal Property Collateral. The Administrative Agent Lender shall have received, in form and substance satisfactory to the Administrative AgentLender:
(i) (A) searches of UCC filings in the jurisdiction of incorporation or formation, as applicable, of each Loan Party and each jurisdiction where any Collateral is located or where a filing would need to be made in order to perfect the Administrative AgentLender’s security interest in the Collateral, copies of the financing statements on file in such jurisdictions and evidence that no Liens exist other than Permitted Liens and (B) tax lien, judgment and bankruptcy searches;
(ii) searches of ownership of Intellectual Property in the appropriate governmental offices United States Patent and Trademark Office, the United States Copyright Office and such patent/trademark/copyright filings as requested by the Administrative Agent Lender in order to perfect the Administrative AgentLender’s security interest in the Intellectual PropertyProperty in the United States;
(iii) completed UCC financing statements for each appropriate jurisdiction as is necessary, in the Administrative AgentLender’s sole discretion, to perfect the Administrative AgentLender’s security interest in the Collateral;
(iv) stock or membership certificates, if any, evidencing the Pledged Equity and undated stock or transfer powers duly executed in blank; , in each case to the extent such Pledged Equity is certificated; and;
(v) to the extent required to be delivered, filed, registered or recorded pursuant to the terms and conditions of the Collateral Documents, all instruments, documents (including, if necessary, relevant page(s) of the share register book of the companyCompany showing the pledge registration) and chattel paper in the possession of any of the Loan Parties, together with allonges or assignments as may be necessary or appropriate to create and perfect the Administrative AgentLender’s and the Lenders’ security interest in the Collateral.; and
Appears in 1 contract
Sources: Credit Agreement (AstroNova, Inc.)
Personal Property Collateral. The Administrative Agent Lender shall have received, in form and substance satisfactory to the Administrative AgentLender:
(i) (A) searches of UCC filings in the jurisdiction of incorporation or formation, as applicable, of each Loan Party and each jurisdiction where any Collateral is located or where a filing would need to be made in order to perfect the Administrative AgentLender’s security interest in the Collateral, copies of the financing statements on file in such jurisdictions and evidence that no Liens exist other than Permitted Liens and (B) tax lien, judgment and bankruptcy searches;
(ii) searches of ownership of Intellectual Property in the appropriate governmental offices and such patent/trademark/copyright filings as requested by the Administrative Agent Lender in order to perfect the Administrative AgentLender’s security interest in the Intellectual Property;
(iii) completed UCC financing statements for each appropriate jurisdiction as is necessary, in the Administrative AgentLender’s sole discretion, to perfect the Administrative AgentLender’s security interest in the Collateral;
(iv) stock or membership certificates, if any, evidencing the Pledged Equity and undated stock or transfer powers duly executed in blank; in each case to the extent such Pledged Equity is certificated; and;
(v) in the case of any personal property Collateral located at premises leased by a Loan Party and set forth on Schedule 5.21(g)(i) or Schedule 5.21(g)(ii), such estoppel letters, consents and waivers from the landlords of such real property to the extent required to be delivered in connection with Section 6.14 (such letters, consents and waivers shall be in form and substance satisfactory to the Lender);
(vi) to the extent required to be delivered, filed, registered or recorded pursuant to the terms and conditions of the Collateral Documents, all instruments, documents and chattel paper in the possession of any of the Loan Parties, together with allonges or assignments as may be necessary or appropriate to create and perfect the Administrative AgentLender’s and the Lenders’ security interest in the Collateral; and
(vii) Qualifying Control Agreements satisfactory to the Lender to the extent required to be delivered pursuant to Section 6.14.
Appears in 1 contract
Personal Property Collateral. The Administrative Agent shall have received, in form and substance satisfactory to the Administrative Agent:
(i) (A) searches of UCC Uniform Commercial Code filings in the jurisdiction of incorporation or formation, as applicable, the chief executive office of each Loan Credit Party and each jurisdiction where any Collateral is located or where a filing would need to be made in order to perfect the Administrative Agent’s 's security interest in the CollateralCollateral (it being understood and agreed that liens are not to be perfected with respect to personal property located in certain 52 70 field offices), copies of the financing statements on file in such jurisdictions and evidence that no Liens exist other than Permitted Liens and (B) tax lien, judgment and bankruptcy searchesLiens;
(ii) duly executed UCC financing statements for each appropriate jurisdiction as is necessary, in the Agent's reasonable discretion, to perfect the Agent's security interest in the Collateral;
(iii) searches of ownership of Intellectual Property intellectual property in the appropriate governmental offices and such patent/trademark/copyright filings as requested by the Administrative Agent in order to perfect the Administrative Agent’s security interest in the Intellectual Property;
(iii) completed UCC financing statements for each appropriate jurisdiction as is necessary, in the Administrative Agent’s sole discretion, to perfect the Administrative Agent’s 's security interest in the Collateral;
(iv) all stock or membership certificates, if any, certificates evidencing the Pledged Equity and undated stock or transfer powers Capital Stock pledged to the Agent pursuant to the Pledge Agreement, together with duly executed in blank; in each case , undated stock powers attached thereto (unless, with respect to the extent pledged Capital Stock of any Foreign Subsidiary, such Pledged Equity is certificatedstock powers are deemed unnecessary by the Agent in its reasonable discretion under the law of the jurisdiction of incorporation of such Person);
(v) such patent/trademark/copyright filings as requested by the Agent in order to perfect the Agent's security interest in the Collateral; and
(vvi) to the extent required to be deliveredduly executed consents as are necessary, filed, registered or recorded pursuant to the terms and conditions of the Collateral Documents, all instruments, documents and chattel paper in the possession of any of the Loan PartiesAgent's sole discretion, together with allonges or assignments as may be necessary or appropriate to create and perfect the Administrative Agent’s and the Lenders’ 's security interest in the Collateral.
Appears in 1 contract
Sources: Syndication Amendment and Assignment (Profit Recovery Group International Inc)
Personal Property Collateral. The Administrative Agent shall have received, in form and substance satisfactory to the Administrative Agent:
(i) (A) searches of UCC filings in the jurisdiction of incorporation or formation, as applicable, of each Loan Party and each jurisdiction where any material portion of the Collateral is located or where a filing would need to be made in order to perfect the Administrative Agent’s security interest in the Collateral, copies of the financing statements on file in such jurisdictions and evidence that no Liens exist other than Permitted Liens and (B) tax lien, judgment and bankruptcy searches;
(ii) searches of ownership of Intellectual Property in the appropriate governmental offices and such patent/trademark/copyright filings as requested by the Administrative Agent in order to perfect the Administrative Agent’s security interest in the Intellectual Property;
(iii) completed UCC financing statements for each appropriate jurisdiction as is necessary, in the Administrative Agent’s sole discretion, to perfect the Administrative Agent’s security interest in the Collateral;
(iv) stock or membership certificates, if any, evidencing the Pledged Equity and undated stock or transfer powers duly executed in blank; in each case to the extent such Pledged Equity is certificated; and;
(v) in the case of any personal property Collateral located at premises leased by a Loan Party and set forth on Schedule 5.20(g), such estoppel letters, consents and waivers from the landlords of such real property to the extent required to be delivered in connection with Section 6.14 (such letters, consents and waivers shall be in form and substance reasonably satisfactory to the Administrative Agent, it being acknowledged and agreed that any Landlord Waiver is satisfactory to the Administrative Agent);
(vi) to the extent required to be delivered, filed, registered or recorded pursuant to the terms and conditions of the Collateral Documents, all instruments, documents and chattel paper in the possession of any of the Loan Parties, together with allonges or assignments as may be necessary or appropriate to create and perfect the Administrative Agent’s and the Lenders’ security interest in the Collateral.; and
Appears in 1 contract
Sources: Credit Agreement (DocGo Inc.)
Personal Property Collateral. The Administrative Agent shall have received, in form and substance satisfactory to the Administrative Agent:
(i) (A) searches of UCC filings in the jurisdiction of incorporation or formation, as applicable, of each Loan Credit Party and each jurisdiction where any Collateral is located or where a filing would need to be made in order to perfect the Administrative Agent’s security interest in the Collateral, copies of the financing statements on file in such jurisdictions and evidence that no Liens exist other than Permitted Liens and (B) tax lien, judgment and bankruptcy pending litigation searches;
(ii) searches of ownership of Intellectual Property in the appropriate governmental offices and such patent/trademark/copyright filings as requested by the Administrative Agent in order to perfect the Administrative Agent’s security interest in the Intellectual Property[Intentionally omitted];
(iii) completed UCC financing statements for each appropriate jurisdiction as is necessary, in the Administrative Agent’s sole discretion, to perfect the Administrative Agent’s security interest in the Collateral;
(iv) with respect to the stock or membership certificates, if any, evidencing the Pledged Equity and Interest pledged to the Administrative Agent pursuant to the Pledge Agreement, together with undated stock or transfer powers powers, duly executed in blank; in each case to the extent such Pledged Equity is certificated; and;
(v) duly executed consents as are necessary, in the Administrative Agent’s sole discretion, to perfect the Lenders’ security interest in the Collateral;
(vi) in the case of any tangible personal property Collateral located at premises leased by a Credit Party and set forth on Schedule 3.19(a) or in the 2006 Financials such estoppel letters, consents and waivers from the landlords of such real property to the extent the Borrower is able to secure such letters, consents and waivers after using commercially reasonable efforts (such letters, consents and waivers shall be in form and substance satisfactory to the Administrative Agent, it being acknowledged and agreed that any landlord waiver in the form of Exhibit 4.1(d) is satisfactory to the Administrative Agent), provided, however, the Credit Parties shall not be required to be delivered, filed, registered schedule office equipment located in their New York office or recorded pursuant attempt to the terms and conditions of the Collateral Documents, obtain a landlord waiver with respect thereto;
(vii) all instruments, documents instruments and chattel paper in the possession of any of the Loan Credit Parties, together with allonges or assignments as may be necessary or appropriate to create and perfect the Administrative Agent’s and the Lenders’ security interest in the Collateral;
(viii) Deposit Account Control Agreements satisfactory to the Administrative Agent with respect to the Interest Reserve Account and all other deposit accounts other than payroll accounts; and
(ix) Securities Account Control Agreements satisfactory to the Administrative Agent with respect to each securities account, except payroll accounts and to the extent otherwise determined by the Administrative Agent.
Appears in 1 contract
Personal Property Collateral. The Administrative Agent shall have received, in form and substance satisfactory to the Administrative Agent:
(i) the Subordinated Intercompany Notes executed by and among the Borrower and each of its Subsidiaries, accompanied by instruments of transfer undated and endorsed in blank;
(Aii) searches of UCC filings Uniform Commercial Code filings, tax and judgment liens in the jurisdiction of the chief executive office and the jurisdiction of incorporation or formation, as applicable, formation of each Loan Credit Party and each jurisdiction where any portion of Collateral with a value of $500,000 or more is located or where a filing would need to be made in order to perfect the Administrative Agent’s Liens, searches in the United States Patent and Trademark Office and United States Copyright Office, and security interest interests in the Collateral, copies of the financing statements on file in such jurisdictions and evidence that no Liens exist other than Permitted Liens and (B) tax lien, judgment and bankruptcy searches;
(ii) searches of ownership of Intellectual Property in the appropriate governmental offices and such patent/trademark/copyright filings as requested by the Administrative Agent in order to perfect the Administrative Agent’s security interest in the Intellectual PropertyLiens;
(iii) completed UCC financing statements (including the federal tax identification number of each Credit Party to the extent required) for each appropriate jurisdiction as is necessary, in the Administrative Agent’s sole discretion, to perfect the Administrative Agent’s Liens and security interest interests in the Collateral;
(iv) stock or membership certificates, if any, evidencing the Pledged Equity and undated stock or transfer powers duly executed in blank; in each case to the extent such Pledged Equity is certificated; and
(v) to the extent required to be deliveredconsents as are necessary, filed, registered or recorded pursuant to the terms and conditions of the Collateral Documents, all instruments, documents and chattel paper in the possession of any of the Loan PartiesAdministrative Agent’s sole discretion, together with allonges or assignments as may be necessary or appropriate to create and perfect the Administrative Agent’s Liens and security interests in the Lenders’ Collateral;
(v) in the case of any personal property Collateral located at premises leased by a Credit Party, such estoppel letters, consents and waivers from the landlords for such premises as may be required by the Administrative Agent and as such Credit Party may be able to procure using its commercially reasonable efforts; provided that, if such Credit Party is not able to procure such letters, consents, or waivers using its commercially reasonable efforts, it shall promptly so notify the Administrative Agent;
(vi) evidence of any other filings, recordations, pay-off letters, satisfactions of judgments, control agreements, instruments necessary to perfect the Administrative Agent’s security interest in any Chattel Paper and Instruments of each Credit Party, or other documents or actions that are, in the Administrative Agent’s reasonable opinion, necessary for the purpose of perfecting the Administrative Agent’s Liens and security interests in the Collateral; and
(vii) a Control Agreement executed by the applicable Credit Party and the applicable depository institution or securities intermediary, which such Control Agreement shall be in form and substance satisfactory to the Administrative Agent, and, to the extent the applicable depository institution or securities intermediary refuses to execute an acceptable Control Agreement as required by this clause (vii), the Credit Parties shall take such other actions with respect to such deposit or securities account as the Administrative Agent may reasonably require.
Appears in 1 contract
Sources: Credit Agreement (Vycom Corp.)
Personal Property Collateral. The Administrative Agent shall have received, in form and substance satisfactory to the Administrative Agent:
(i) (A) searches of UCC Uniform Commercial Code filings in the jurisdiction of incorporation or formation, as applicable, the chief executive office of each Loan Credit Party and each jurisdiction where any Collateral is located or where a filing would need to be made in order to perfect the Administrative Agent’s 's security interest in the Collateral, copies of the financing statements on file in such jurisdictions and evidence that no Liens exist other than Permitted Liens and (B) tax lien, judgment and bankruptcy searchesLiens;
(ii) duly executed UCC financing statements for each appropriate jurisdiction as is necessary, in the Agent's sole discretion, to perfect the Agent's security interest in the Collateral;
(iii) searches of ownership of Material Intellectual Property in the appropriate governmental offices and such patent/trademark/copyright filings as requested by the Administrative Agent in order to perfect the Administrative Agent’s security interest in the Intellectual Property;
(iii) completed UCC financing statements for each appropriate jurisdiction as is necessary, in the Administrative Agent’s sole discretion, to perfect the Administrative Agent’s 's security interest in the Collateral;
(iv) all stock or membership certificates, if any, certificates evidencing the Pledged Equity and undated stock or transfer powers Capital Stock pledged to the Agent pursuant to the Pledge Agreement, together with duly executed in blank; in each case blank undated stock powers attached thereto (unless, with respect to the extent pledged Capital Stock of any Foreign Subsidiary, such Pledged Equity is certificated; andstock powers are deemed unnecessary by the Agent in its reasonable discretion under the law of the jurisdiction of incorporation of such Person);
(v) such patent/trademark/copyright filings as requested by the Agent in order to perfect the extent required to be delivered, filed, registered or recorded pursuant to Agent's security interest in the terms and conditions of the Collateral Documents, Material Intellectual Property;
(vi) all instruments, documents instruments and chattel paper in the possession of any of the Loan Credit Parties, together with allonges or assignments as may be necessary or appropriate to create and perfect the Administrative Agent’s and the Lenders’ 's security interest in the Collateral;
(vii) duly executed consents as are necessary, in the Agent's sole discretion, to perfect the Lenders' security interest in the Collateral; and
(viii) in the case of any personal property Collateral located at premises leased by a Credit Party, such estoppel letters, consents and waivers from the landlords on such real property as may be required by the Agent.
Appears in 1 contract
Sources: Credit Agreement (Galey & Lord Inc)
Personal Property Collateral. The Administrative Agent shall have received, in form and substance satisfactory to the Administrative Agent:
(i) (A) searches of UCC filings in the jurisdiction of incorporation or formation, as applicable, organization of each Loan Party and each jurisdiction where any Collateral is located or where a filing would need to be made in order to perfect the Administrative Agent’s security interest in the Collateral, copies of the financing statements on file in such jurisdictions and evidence that no Liens exist other than Permitted Liens Liens, and (B) tax lien, lien and judgment and bankruptcy searches;
(ii) searches of ownership of registered and pending Intellectual Property in the appropriate governmental offices United States Copyright Office and such patent/trademark/copyright filings as requested the United States Patent and Trademark Office and duly executed notices of grant of security interest in the form required by the Collateral Documents as are necessary, in the Administrative Agent in order Agent’s reasonable discretion, to perfect the Administrative Agent’s security interest in the such Intellectual Property;
(iii) completed UCC financing statements for each appropriate jurisdiction as is necessary, in the Administrative Agent’s sole discretion, to perfect the Administrative Agent’s security interest in the Collateral;
(iv) stock (A) to the extent required to be delivered pursuant to the terms of the Collateral Documents, stock, equity, share or membership certificatescertificates and endorsements of, if anyor recordings of, or notations on, such certificates evidencing Equity Interests pledged pursuant to the Pledged Equity and terms of the Collateral Documents, together with, where applicable, undated stock or transfer powers duly executed in blank; , and (B) evidence that the Peruvian Share Pledge Agreement has been filed with the Peruvian Contracts Public Registry (Registro Mobiliario de Contratos) in each case order to register the share pledge to be created through the Peruvian Share Pledge Agreement in favor of the Administrative Agent, for the benefit of the Secured Parties, as a first priority lien, pursuant to the extent such Pledged Equity is certificatedterms of the Peruvian Share Pledge Agreement; and
(v) to the extent required to be delivered, filed, registered or recorded delivered pursuant to the terms and conditions of the Collateral Documents, all instruments, documents and chattel paper in the possession of any of the Loan Parties, together with allonges or assignments as may be necessary or appropriate to create and perfect the Administrative Agent’s and the Lenders’ security interest in the Collateral.
Appears in 1 contract
Personal Property Collateral. The Administrative Agent shall have received, in ---------------------------- form and substance satisfactory to the Administrative Agent:
(i) (A) searches of UCC Uniform Commercial Code filings in the jurisdiction of incorporation or formation, as applicable, the chief executive office of each Loan Credit Party and each jurisdiction where any Collateral is located or where a filing would need to be made in order to perfect the Administrative Agent’s 's security interest in the Collateral, copies of the financing statements on file in such jurisdictions and evidence that no Liens exist other than Permitted Liens and (B) tax lien, judgment and bankruptcy searchesLiens;
(ii) duly executed UCC financing statements for each appropriate jurisdiction as is necessary, in the Agent's sole discretion, to perfect the Agent's security interest in the Collateral;
(iii) searches of ownership of Intellectual Property in the appropriate governmental offices and such patent/trademark/copyright filings as requested by the Administrative Agent in order to perfect the Administrative Agent’s security interest in the Intellectual Property;
(iii) completed UCC financing statements for each appropriate jurisdiction as is necessary, in the Administrative Agent’s sole discretion, to perfect the Administrative Agent’s 's security interest in the Collateral;
(iv) all stock or membership certificates, if any, certificates evidencing the Pledged Equity Capital Stock pledged to the Agent pursuant to the Pledge Agreement and undated stock or transfer powers the GHC Pledge Agreements, together with duly executed in blank; in each case blank undated stock powers attached thereto (unless, with respect to the extent pledged Capital Stock of any Foreign Subsidiary, such Pledged Equity is certificated; andstock powers are deemed unnecessary by the Agent in its reasonable discretion under the law of the jurisdiction of incorporation of such Person);
(v) such patent/trademark/copyright filings as requested by the Agent in order to perfect the extent required to be delivered, filed, registered or recorded pursuant to Agent's security interest in the terms and conditions of the Collateral Documents, Intellectual Property;
(vi) all instruments, documents instruments and chattel paper in the possession of any of the Loan Credit Parties, together with allonges or assignments as may be necessary or appropriate to create and perfect the Administrative Agent’s and the Lenders’ 's security interest in the Collateral;
(vii) duly executed consents as are necessary, in the Agent's sole discretion, to perfect the Lenders' security interest in the Collateral; and
(viii) in the case of any personal property Collateral located at premises leased by a Credit Party the fair market value of which is greater than $250,000, such estoppel letters, consents and waivers from the landlords on such real property as may be required by the Agent.
Appears in 1 contract
Personal Property Collateral. The Administrative Agent shall have received, in form and substance satisfactory to the Administrative Agent:
(i) (A) searches of UCC Uniform Commercial Code filings in the jurisdiction of incorporation or formation, as applicable, the chief executive office of each Loan Credit Party and each jurisdiction where any Collateral is located or where a filing would need to be made in order to perfect the Administrative Agent’s 's security interest in the Collateral, copies of the financing statements on file in such jurisdictions and evidence that no Liens exist other than Permitted Liens and (B) tax lien, judgment and bankruptcy searchesLiens;
(ii) duly executed financing statements (Form UCC-1) for each appropriate jurisdiction as is necessary, in the Agent's sole discretion, to perfect the Agent's security interest in the Collateral;
(iii) appropriate duly executed termination statements (Form UCC-3) signed by all Persons disclosed as secured parties in the jurisdictions referred to in clause (i) above in form for filing under the Uniform Commercial Code of such jurisdictions, except that no termination statement shall be required as to any Permitted Liens;
(iv) searches of ownership of Intellectual Property in the appropriate governmental offices and offices;
(v) all stock certificates evidencing the Capital Stock pledged to the Agent pursuant to the Security Agreement, together with duly executed in blank undated stock powers attached thereto (unless, with respect to the pledged Capital Stock of any Foreign Subsidiary, such stock powers are deemed unnecessary by the Agent in its sole discretion under the law of the jurisdiction of incorporation of such Person);
(vi) such patent/trademark/, trademark and copyright filings as requested by the Administrative Agent in order to perfect the Administrative Agent’s security interest in the Intellectual Property;
(iii) completed UCC financing statements for each appropriate jurisdiction as is necessary, in the Administrative Agent’s sole discretion, to perfect the Administrative Agent’s 's security interest in the Collateral;
(ivvii) stock or membership certificates, if any, evidencing the Pledged Equity and undated stock or transfer powers duly executed in blank; in each case to the extent such Pledged Equity is certificated; and
(v) to the extent required to be delivered, filed, registered or recorded pursuant to the terms and conditions of the Collateral Documents, all instruments, documents instruments and chattel paper in the possession of any of the Loan Credit Parties, together with allonges or such assignments as may be necessary or appropriate to create and perfect the Administrative Agent’s and the Lenders’ 's security interest in the Collateral.;
Appears in 1 contract
Personal Property Collateral. The Administrative Agent shall have received, in form and substance reasonably satisfactory to the Administrative Agent:
(i) (A) searches of UCC filings in the jurisdiction of incorporation or formation, as applicable, of each Loan Party and each jurisdiction where any Collateral is located or where a filing would need to be made in order to perfect the Administrative Agent’s security interest in the Collateral, copies of the financing statements on file in such jurisdictions and evidence that no Liens exist other than Permitted Liens and (B) tax lien, judgment and bankruptcy searches;
(ii) searches of ownership of Intellectual Property in the appropriate governmental offices and such patent/trademark/copyright filings as requested by the Administrative Agent in order to perfect the Administrative Agent’s security interest in the Intellectual Property;
(iii) completed UCC financing statements for each appropriate jurisdiction as is necessary, in the Administrative Agent’s sole discretion, to perfect the Administrative Agent’s security interest in the Collateral;
(iv) stock or membership certificates, if any, evidencing the Pledged Equity and undated stock or transfer powers duly executed in blank; in each case to the extent such Pledged Equity is certificated; and;
(v) to the extent required to be delivered, filed, registered or recorded pursuant to the terms and conditions of the Collateral Documents, all instruments, documents and chattel paper in the possession of any of the Loan Parties, together with allonges or assignments as may be necessary or appropriate to create and perfect the Administrative Agent’s and the Lenders’ security interest in the Collateral; and
(vi) a customary perfection certificate signed by a Responsible Officer of the Borrower.
Appears in 1 contract