PPS Sample Clauses
The PPS (Personal Property Security) clause establishes the rights and obligations of parties regarding security interests in personal property under the Personal Property Securities Act. It typically outlines how a party may register a security interest over goods or assets provided under the agreement, and may require the other party to assist in perfecting or maintaining that security interest. This clause ensures that the secured party's interest is legally recognized and enforceable, thereby protecting their position in the event of default or insolvency.
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PPS. 13.1 This clause applies to the extent that the Hire Agreement provides for a "security interest" for the purposes of the Personal Property Securities ▇▇▇ ▇▇▇▇ (Cth) ("PPS Law"). References to PPS Law in the Hire Agreement include references to amendment, replacement and successor provisions of that legislation. References to a "security interest" in that clause has the same meaning as in the PPS Law.
13.2 If at the commencement of the Hire Period, the Owner does not have PPS Law registration ensuring a perfected first priority security interest in the Equipment then the Hire Period (including any extension of the Hire Period or the aggregate of consecutive Hire Periods during which the Hirer has substantially uninterrupted possession of the Equipment) may not despite anything else in these Terms Of Hire or any Hire Schedule be longer than;
(a) 90 days in the case of Equipment which may or must be described by serial number in a PPS Law registration; or
(b) a year in any other case.
13.3 The Owner may register its security interest. The Hirer must do anything (such as obtaining consents and signing documents) which the Owner requires for the purposes of;
(a) ensuring that the Owner's security interest is enforceable, perfected and otherwise effective under the PPS Law;
(b) enabling the Owner to gain first priority (or any other priority agreed to by the Owner in writing) for its security interest; and
(c) enabling the Owner to exercise rights in connection with the security interest.
13.4 The rights of the Owner under the Hire Agreement are in addition to, and not in substitution for the Owner's rights under any other law (including, without limitation, the PPS Law) and the Owner may choose whether or not to exercise rights under the Hire Agreement, and/or under such other law as it sees fit. To avoid any doubt about it, the Owner's security interest will attach to proceeds.
13.5 To the extent that Chapter 4 of the PPS Law applies to any security interest under the Hire Agreement, the following provisions of the PPS Law do not apply and, for the purposes of section 115 of the PPS Law are "contracted out" of the Hire Agreement in respect of all goods to which this section can be applied: section 95 (notice of removal of accession to the extent it requires the Owner to give a notice to the Hirer); section 96 (retention of accession); section 121(4) (notice to grantor); section 125 (obligations to dispose of or retain collateral); section 130 (notice of dispo...
PPS. 10.1 You consent to Us affecting and maintaining a registration on the register (in any manner We consider appropriate) in relation to any security interest contemplated or constituted by this Hire Agreement in the Equipment and the proceeds arising in respect of any dealing in the Equipment and You agree to sign any documents and provide all assistance and information to Us required to facilitate the registration and maintenance of any security interest. We may at any time register a financing statement or financing change statement in respect of a security interest (including any purchase money security interest). You waive the right to receive notice of a verification statement in relation to any registration on the register of a security interest in respect of the Equipment.
10.2 You undertake to: (a) do anything (in each case, including executing any new document or providing any information) that is required by Us (i) so that We acquire and maintain one or more perfected security interests under the PPSA in respect of the Equipment and its proceeds, (ii) to register a financing statement or financing change statement and (iii) to ensure that Our security position, and rights and obligations, are not adversely affected by the PPSA; (b) not register a financing change statement in respect of a security interest contemplated or constituted by this Hire Agreement without Our prior written consent; and (c) not register, or permit to be registered, a financing statement or a financing change statement in relation to the Equipment in favor of a third party without Our prior written consent.
10.3 If Chapter 4 of the PPS Act would otherwise apply to the enforcement of a security interest arising under or in connection with this Hire Agreement and:
(a) section 115(1) of the PPS Act allows for the contracting out of provisions of the PPS Act, the following provisions of the PPS Act will not apply and You will have no rights under them: section 95 (to the extent that it requires the secured party to give notices to the grantor); section 96; section 118 (to the extent that it allows a secured party to give notices to the grantor); section 121(4); section 125; section 130; section 132(3)(d); section 132(4); section 135; section 142 and section 143; and
(b) section 115(7) of the PPS Act allows for the contracting out of provisions of the PPS Act, the following provisions of the PPS Act will not apply and You will have no rights under them: section 127; section 129(2) and (...
PPS. Notwithstanding anything to the contrary herein, nothing in this Section 5.8 shall prohibit Sellers from continuing to own and operate Primepoint Systems LLC, a Michigan limited liability company (“PPS”) engaged in the business of developing and issuing tangible prepaid debit/ATM cards for use and/or distribution by retailers and other sales channels and payroll card programs (collectively, the “Current Activities”). For purposes of this Section 5.8, PPS’s Current Activities are not in competition with the Business of the Company or Buyer.
PPS. The PPS shall be built in accordance with (IAW) the Statement of Work (SOW) and Technical Data Package (TDP). Refer to Contract Delivery Requirement List (CDRLs) for item and data requirements. Payment will be made as a result of successful acceptance of FAT inspection. NOTE: The requirements in DFARS 252.211-7003, Item Identification and Valuation, are applicable for this line item. The contractor shall provide DoD unique identification or a DoD recognized unique identification equivalent. FOB: Destination DWG NR: 7104312-29 PSC CD: 6130 ITEM NO SUPPLIES/SERVICES QUANTITY UNIT UNIT PRICE 0002 1 Each Motor Control Panel (MCP) FAT FFP
PPS. We are entitled to register Our Security Interests pursuant to the PPS Act, and You must do everything (such as obtaining consents, completing, signing and supplying signed copies of documents, and supplying information), which We require to be done for the purpose of ensuring that each Security Interest of Ours is enforceable, perfected, has the required and intended priority, is otherwise effective, and can be practically and lawfully enforced by Us against You (and against third parties as relevant).
PPS. Subject to the limitations set forth in this Article VII, including the express limitations set forth in Section 7.3 and Schedule 7.2(a)(x), from and after the Closing, PPS shall indemnify and hold harmless Purchaser and the Company and their respective officers, directors, agents and employees, members, and Affiliates and each Person, if any, who controls or may control Purchaser within the meaning of the Securities Act (each of the foregoing being referred to individually as an “Indemnified Person” and collectively as “Indemnified Persons”) from and against Indemnifiable Damages arising out of, resulting from or in connection with:
(i) any failure of any representation or warranty made by the Company herein or in the Company Disclosure Schedule (including any exhibit or schedule to the Company Disclosure Schedule), to be true and correct as of the Closing (except in the case of representations and warranties that by their terms speak only as of a specific date or dates, which representations and warranties shall be true and correct as of such date or dates);
(ii) any failure of any certification, representation or warranty made by the Company in any certificate (other than the Spreadsheet and the Company Closing Financial Certificate) delivered to Purchaser pursuant to this Agreement to be true and correct as of the date such certificate is delivered to Purchase;
(iii) any breach of, or default in connection with, any of the covenants, agreements or obligations made by the Company in this Agreement, excluding any such breaches or defaults that are indemnifiable pursuant to clause (i) and/or clause (ii) of this Section 7.2(a);
(iv) any failure of any representation or warranty made (A) by PPS herein or (B) by PPS or any PPS Stockholder that delivered a Stock Transfer Agreement in such Stock Transfer Agreement to be true and correct as of the Closing Date (except in the case of representations and warranties that by their terms speak only as of a specific date or dates, which representations and warranties shall be true and correct as of such date or dates) or the date of such Stock Transfer Agreement;
(v) any failure of any certification, representation or warranty made by PPS in any certificate delivered to Purchaser pursuant to this Agreement to be true and correct as of the date such certificate is delivered to Purchaser;
(vi) any breach of, or default in connection with, any of the covenants, agreements or obligations made by PPS in this Agreement, ex...
PPS. The Client acknowledges and agrees that it is intended that this Agreement creates a PPS Lease granted by the Client to Lavazza, as the secured party, over the Equipment. ▇▇▇▇▇▇▇’s interest as owner of the Equipment continues despite any disposal or dealing under this Agreement or otherwise
PPS. 15.1 For the purposes of this clause 15, the following definitions apply: