Pledge; Security Interest Clause Samples
Pledge; Security Interest. In order to secure the payment and performance in full of all of the obligations under this Secured Promissory Note, whether existing as of this date or any time thereafter, the Buyer hereby pledges and assigns to the Seller, and grants to the Seller a continuing security interest in, the following Assets (as defined in the Asset Purchase Agreement) of the Selling Group acquired by the Buyer in the Asset Purchase Agreement, dated even date herewith (the "Collateral"):
(a) Accounts The proceeds of and each and every right of the Buyer to the payment of money, whether such right to payment now exists or hereafter arises, whether such right to payment arises out of a sale, lease or other disposition of goods or other Asset by the Buyer, out of a rendering of services by the Buyer, out of a loan by the Buyer, out of the overpayment of taxes or other liabilities of the Buyer, or otherwise arises under any contract or agreement, whether such right to payment is or is not already earned by performance, and howsoever such right to payment may be evidenced, together with all other rights and interests (including all liens and security interests) which the Buyer may at any time have by law or agreement against any account the Buyer or other obligor obligated to make any such payment or against any of the property of such account the Buyer or other obligor; all including, but not limited to, all present and future debt instruments, chattel papers and accounts of the Buyer which arise from the Assets purchased by the Buyer from the Seller;
(b) Chattel Paper Any writing or writings evidencing both a monetary obligation and a security interest in or a lease of specific goods now owned or hereafter acquired by the Buyer in relation to the operation of the Business;
Pledge; Security Interest. In order to secure the payment and performance in full of all of the obligations under this Secured Promissory Note, whether existing as of this date or any time thereafter, the Buyer hereby pledges and assigns to the Seller, and grants to the Seller a continuing security interest in, the following Assets (as defined in the Asset Purchase Agreement) of the Selling Group acquired by the Buyer in the Asset Purchase Agreement, dated even date herewith (the "Collateral"):
Pledge; Security Interest. (a) The Pledgor hereby grants an unconditional and irrevocable first priority pledge and security interest (the “Security Interest”) to the Pledgee for the benefit of the Secured Parties in and to its Pledged Equity Interest as collateral security for the due and timely payment, performance and satisfaction when due (whether at stated maturity, by acceleration or otherwise) of any and all of the Secured Obligations.
(b) For purposes of perfecting the Security Interest over the Pledged Equity Interest pursuant to paragraph III of Article 334 of the Law, the Pledgor hereby delivers to the Pledgee (i) an executed original of this Agreement and (ii) a copy of the entry made in the partners registry book of the Company, duly certified by an authorized officer or attorney-in-fact of the Company, evidencing that, on the date hereof, the Security Interest in and to the Pledged Equity Interest has been duly recorded in the partners registry book of the Company.
(c) In accordance with Article 337 of the Law, the Pledgor and the Pledgee agree that this Agreement shall serve as receipt (resguardo) by the Pledgee of the Pledged Equity Interest.
(d) The parties hereby agree that in the event that the Pledged Equity Interest is exchanged by the Company for a new equity interest representing the corporate capital of the Pledgor in the Company, the Pledgor and the Pledgee, if required, shall execute and deliver any document that is necessary and provided to the Pledgee in order to maintain the Security Interest, substantially in the form and substance to this Agreement, at the sole expense of the Pledgor.
Pledge; Security Interest of the Securities Purchase Agreement is hereby deleted in its entirety and is of no further force or effect whatsoever as of the Effective Date.