PPSA & Security Interest Sample Clauses

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PPSA & Security Interest. 5.4.1 This clause applies to the extent that the Agreement creates or evidences a security interest in Equipment (and in proceeds of sale Equipment) including Equipment to which we retain ownership under clause 6.2, and Our Equipment, for the purposes of the Personal Property Securities ▇▇▇ ▇▇▇▇ (Cth) ('PPSA'). The terms 'accession,' 'perfected security interest,' 'security agreement,' 'security interest', and 'verification statement' have the meanings given them in the PPSA. 5.4.2 If we ask you, you must promptly sign any document and do anything else we reasonably require to ensure that our security interest is a perfected security interest. You must not enter into any security agreement that permits any other person to have or to register any security interest in respect of the equipment or proceeds of sale of the equipment until we have perfected our security interest. 5.4.3 If you are a business or a non-profit organisation, you acknowledge and agree that the equipment is not used predominantly for personal, domestic or household purposes and accordingly you and we agree to contract out of sections 95, 118, 121(4), 130, 132(4), 135, 142 and 143 to the extent permitted by section 115(1) of the PPSA. You waive any rights you may otherwise have to receive notices under sections 95, 118, 121, 130, 132 or 135 of the PPSA, to apply to court for an order concerning the removal of an accession under section 97 of the PPSA, to object to a proposal by us to retain any collateral under sections 130 and 135 of the PPSA, and to receive a verification statement in relation to registration events in respect of the equipment supplied to you from time to time. 5.4.4 You and we agree not to disclose information of the kind that can be requested under section 275(1) of the PPSA. You must do everything on your part necessary to ensure that section 275(6)(a) of the PPSA continues to apply. 6.1 Our responsibility and obligations: 6.1.1 We and our suppliers may perform maintenance, upgrade or repair services at any time on Our Equipment, and the infrastructure we and they use to supply the Service and will try to minimise any interruption to the Service or adverse impact on quality. 6.1.2 We provide support for use of the Service in Australia within the hours stated in the Critical Information Summary. We may agree to provide additional support services, for additional charges. 6.1.3 We are only responsible for repairing a fault in the Service which you notify to us if the ...
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PPSA & Security Interest. The Purchaser agrees to grant TOMRA a security interest in the Goods that are the subject of the above Agreement, and their proceeds to secure the obligation of the Purchaser to pay the purchase price of the Goods and any other obligations of the Purchaser to TOMRA under this Agreement (together "the Indebtedness").
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PPSA & Security Interest. 10.1 In consideration of NCA supplying the Goods in accordance with these terms and conditions, the Customer shall grant at the request of NCA a security interest to all the Customer’s present and after acquired property to secure the obligation of the Customer to pay the price in full of the Goods and the performance by the Customer of any other obligations of the Customer under the Agreement. 10.2 The Customer, its officers, proprietors, and the Guarantors hereby agree to grant such charges under the PPSA as requested by NCA from time to time. 10.3 As and when required by NCA the Customer shall, at its own expense, provide all reasonable assistance and relevant information to enable NCA to register a Financing Statement or Financing Change Statement and generally to obtain, maintain, register and enforce NCA’s security interest in respect of the Goods supplied, in accordance with the PPSA. 10.4 The Customer shall not change its name without first seeking NCA’s approval in writing. 10.5 The parties agree to contract-out of the PPSA in accordance with section 107 of the PPSA to the extent that section 107 applies for the benefit of the, and does not impose a burden on, NCA. The Customer further acknowledges that, to the extent permitted by law, the Customer shall have no right under the following provisions of the PPSA to: (a) receive a notice of sale of collateral under section 114(1)(a); (b) receive a statement of account under section 116; (c) receive surplus distributed under section 117(1)(c); (d) recover any surplus under section 119; (e) receive notice of any proposal to retain collateral under section 120(2); (f) object to any proposal to retain collateral under section 121; (g) not to have equipment damaged in the event that NCA were to remove an accession under section 125; (h) be reimbursed for damage caused when NCA removes an accession under section 126; (i) refuse permission to remove an accession under section 127; (j) receive notice of the removal of an accession under section 129; (k) apply to the Court for an order concerning the removal of an accession under section 131; (l) redeem collateral under section 132; (m) reinstate the contract under section 133; and (n) receive a verification statement confirming registration under section 148. 10.6 In the event that the Customer fails to perform the obligations contained or implied in the Agreement and/or it is necessary for NCA to take steps or incur any expense to protect its interests unde...
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PPSA & Security Interest. 18.13.1 Upon signing this agreement the Provider: (a) acknowledges that this agreement is a security agreement for the purposes of section 36 of the PPSA; and (b) grants to the Commission a security interest in all equipment hosted by the Provider for the Commission during the term of this agreement. 18.13.2 The Provider agrees that sections 114(1)(a), 117(1)(c), 133 and 134 of the PPSA shall not apply on the enforcement by the Commission of any security interest created or provided for by this agreement. The Provider also waives any rights it may have under sections 116, 119, 120(2), 121, 125, 129, 131 and 132 of the PPSA on such enforcement. 18.13.3 The Provider acknowledges receipt of a copy of this agreement and any other agreement between the parties and waives any right it may have to receive from the Commission a copy of any financing statement, financing change statement or verification statement that is registered, issued, or received at any time in relation to this agreement or any other agreement between the parties. 18.13.4 The Provider undertakes to sign any further documents and/or provide any further information which the Commission may reasonably require to register a financing statement or financing change statement on the Personal Property Securities Register in respect of such security interest.
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PPSA & Security Interest. 28.1. Retention of title, as described in clause 12, shall constitute a PMSI by the Customer in favour of USA in respect of all present and after-acquired Equipment supplied to the Customer by USA. 28.2. For the avoidance of doubt, for the purposes of PPSA, there is an intention by clause 12 that a PMSI is created for the benefit of USA. 28.3. The Customer agrees that USA may register any PMSI created by this Agreement on the PPSR. 28.4. The Customer must immediately, if requested by USA, sign any documents and/or provide any documents and do all things required by USA to ensure the PMSI is a perfected security interest. 28.5. The Customer waives any rights it may have in respect to:- a) Receiving a verification statement in respect of any financing statement or financing change statement (as these terms are defined in the PPSA) registered by USA in respect of any Equipment. b) Applying to a court for an order concerning the removal of an accession under s97 of the PPSA. c) Receiving any notices the Customer would otherwise be entitled to receive under ss 95, 118, 121, 130 or 135 of the PPSA. 28.6. The Customer and USA agree that in so far as the provisions of Chapter 4 of the PPSA are for the benefit of the Customer or place an obligation on USA, those provisions will apply only to the extent that they cannot be contracted out of or to the extent that USA otherwise agrees In Writing.
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PPSA & Security Interest. You acknowledge and agree that: (a) these Terms of Trade are a Security Agreement for the purposes of the PPSA; (b) we may register our Security Interest in the goods and their Proceeds on the Register via a Financing Statement or Financing Change Statement as a Purchase Monies Security Interest or any other Security Interest we deem appropriate; (c) for the purposes of paragraph 11.2(b), goods is described as all goods that we transport for you or a consignee and including any property described in a Consignment Note; (d) you will sign any documents and provide all assistance and information required in order for us to attend to the registration and maintenance of any Security Interest; (e) you will ensure that our security position, rights and obligations, are not adversely affected by the PPSA; (f) unless we have consented in writing or otherwise specifically permitted under these Terms of Trade:‌ (i) you will not register a Financing Change Statement in respect of a Security Interest relating to these Terms of Trade; and (ii) you will not allow a third party to register, a Financing Statement or a Financing Change Statement in relation to the goods and their Proceeds; (g) in order to satisfy obligations secured by a Security Interest contemplated or constituted by these Terms of Trade, we may, in our absolute discretion, utilise amounts received in relation to these Terms of Trade in whatever way we decide; and (h) you will give us at least 14 days written notice of any proposed change in any of your details, either in the Consignment Note or those registered, or required for registration, on the Register.
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PPSA & Security Interest. 9.1 The Customer grants to Ultra Flow Ltd a Security Interest in the goods and their Proceeds to secure the obligation of the Customer to pay the purchase price of the goods and any other obligations of the Customer to Ultra Flow Ltd under this contract (together "the Indebtedness") and, where the goods and/or Proceeds are not readily identifiable and/or traceable or their recoverable value is insufficient to pay the indebtedness, the security interest shall also extend to all the Customers present and after acquired beer equipment and services, of which the goods form part, to the extent required to secure the Indebtedness. 9.2 As and when required by Ultra Flow Ltd the Customer shall, at its own expense, provide all reasonable assistance and relevant information to enable Ultra Flow Ltd to register a Financing Statement or Financing Change Statement and generally to obtain, maintain, register and enforce Ultra Flow Ltd’s Security Interest in respect of the goods supplied, in accordance with the Personal Property Securities Act 1999 ("PPSA"). Customer hereby waives its right under section 148 of the PPSA to receive a copy of any Verification Statement. 9.3 The Customer shall not change its name without first notifying Ultra Flow Ltd of the new name not less than 7 days before the change takes effect. 9.4 Where the Customer is a Business Account Customer, the Customer warrants that the goods are not purchased for use primarily for personal, domestic or household purposes. 9.5 Notwithstanding any reference to a particular invoice/order, where any sum remains outstanding by the Customer on more than one invoice/order, any payments received from the Customer shall be deemed to be made by the Customer and applied by Ultra Flow Ltd in respect of each unpaid invoice/order on a pro rata basis PROVIDED THAT where Ultra Flow Ltd applies payments in this manner it shall not charge interest on overdue balances that would have been cleared if the payments were not allocated pro rata. 9.6 Until the Customer has paid all money owing to Ultra Flow Ltd the Customer shall at all times ensure that: (a) the goods supplied by Ultra Flow Ltd, while in the Customer's possession, can be readily identified and distinguished; and/or (b) all Proceeds (in whatever form) that the Customer receives from the sale of any of the goods are readily Identifiable and Traceable. 9.7 Where the goods are purchased by the Customer as stock in trade for sale or lease in the ordinary course of the...
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Related to PPSA & Security Interest

  • Security Interest (a) As security for the payment or performance, as the case may be, in full of the Obligations, each Grantor hereby assigns and pledges to the Collateral Agent, its successors and assigns, for the benefit of the Secured Parties, and hereby grants to the Collateral Agent, its successors and assigns, for the benefit of the Secured Parties, a security interest (the “Security Interest”) in, all right, title or interest in or to any and all of the following assets and properties now owned or at any time hereafter acquired by such Grantor or in which such Grantor now has or at any time in the future may acquire any right, title or interest (collectively, the “Article 9 Collateral”): (i) all Accounts; (ii) all Chattel Paper; (iii) all Deposit Accounts; (iv) all Documents (other than title documents relating to vehicles); (v) all Equipment; (vi) all General Intangibles; (vii) all Instruments; (viii) all Inventory; (ix) all Investment Property; (x) Letter-of Credit Rights; (xi) Commercial Tort Claims described in Schedule IV; (xii) all other personal property (other than leasehold interests in real property) not otherwise described above (except for any property specifically excluded from any clause in this section above and any property specifically excluded from any defined term used in any clause of this section); (xiii) all books and records; and (xiv) all Proceeds and products of any and all Supporting Obligations of the foregoing and all collateral security and guarantees given by any Person with respect to any of the foregoing; (b) provided, that notwithstanding anything herein to the contrary, in no event shall the security interest granted hereunder attach to, nor the terms “Article 9 Collateral” or “Pledged Stock” include (A) any contract or agreement to which a Grantor is a party or any of its rights or interests thereunder if and for so long as the grant of such security interest shall constitute or result in (i) the unenforceability of any right of the Grantor therein or (ii) in a breach or termination pursuant to the terms of, or a default under, any such contract or agreement (other than to the extent that any such term would be rendered ineffective pursuant to Sections 9-406, 9-407, 9-408 or 9-409 of the New York UCC or any other applicable law or principles of equity), provided, however, that such security interest shall attach immediately at such time as the condition causing such unenforceability shall be remedied and, to the extent severable, shall attach immediately to any portion of such contract or agreement that does not result in any of the consequences specified in (i) or (ii) including, without limitation, any proceeds of such contract or agreement, (B) more than 65% of the issued and outstanding voting Equity Interests of any Foreign Subsidiary or any Equity Interests in any Person that is not a wholly-owned Subsidiary where, pursuant to the organizational documents or any related shareholders or similar agreement of such Person, the grant of such security interest or lien is prohibited or prohibited without the consent of the equity holders of such Person (other than the Borrower or any wholly-owned Subsidiary thereof); and (C) assets owned by any Grantor on the date hereof or hereafter acquired and any proceeds thereof that are subject to a Lien securing Indebtedness permitted to be incurred pursuant to Section 4.09(b)(4) of the Indenture to the extent and for so long as the contract or other agreement in which such Lien is granted (or the documentation providing for such Indebtedness) validly prohibits the creation of any other Lien on such assets and proceeds. (c) Each Grantor hereby irrevocably authorizes the Collateral Agent at any time and from time to time to file in any relevant jurisdiction any initial financing statements (including fixture filings) with respect to the Article 9 Collateral or any part thereof and amendments thereto that (i) indicate the Collateral as all assets of such Grantor, whether now owned or hereafter acquired or words of similar effect as being of an equal or lesser scope or with greater detail, and (ii) contain the information required by Article 9 of the Uniform Commercial Code of each applicable jurisdiction for the filing of any financing statement or amendment, including (a) whether such Grantor is an organization, the type of organization and any organizational identification number issued to such Grantor and (b) in the case of a financing statement filed as a fixture filing or covering Article 9 Collateral constituting minerals or the like to be extracted or timber to be cut, a sufficient description of the real property to which such Article 9 Collateral relates. Each Grantor agrees to provide such information to the Collateral Agent promptly upon request. Each Grantor also ratifies its authorization for the Collateral Agent to file in any relevant jurisdiction any initial financing statements or amendments thereto if filed prior to the date hereof. The Collateral Agent is further authorized to file with the United States Patent and Trademark Office or United States Copyright Office (or any successor office or any similar office in any other country) such documents as may be necessary or advisable for the purpose of perfecting, confirming, continuing, enforcing or protecting the Security Interest granted by each Grantor, without the signature of any Grantor, and naming any Grantor or the Grantors as debtors and the Collateral Agent as secured party. (d) The Security Interest is granted as security only and shall not subject the Collateral Agent or any other Secured Party to, or in any way alter or modify, any obligation or liability of any Grantor with respect to or arising out of the Article 9 Collateral.

  • Valid Security Interest This Agreement creates a valid and continuing security interest (as defined in the applicable UCC) in the Sold Property in favor of the Issuer, which is prior to all other Liens, other than Permitted Liens, and is enforceable against creditors of and purchasers from the Depositor.

  • Perfected Security Interest On the Closing Date, after giving effect to the filing of the FAA Filed Documents and the Financing Statements, Mortgagee shall have received a duly perfected first priority security interest in all of Owner's right, title and interest in the Aircraft, subject only to Permitted Liens.

  • Grant of a Security Interest It is the express intent of the parties hereto that the conveyance of the Mortgage Loans by the Seller to the Purchaser as provided in Section 2 hereof be, and be construed as, a sale of the Mortgage Loans by the Seller to the Purchaser and not as a pledge of the Mortgage Loans by the Seller to the Purchaser to secure a debt or other obligation of the Seller. However, if, notwithstanding the aforementioned intent of the parties, the Mortgage Loans are held to be property of the Seller, then, (a) it is the express intent of the parties that such conveyance be deemed a pledge of the Mortgage Loans by the Seller to the Purchaser to secure a debt or other obligation of the Seller, and (b) (i) this Agreement shall also be deemed to be a security agreement within the meaning of Article 9 of the Uniform Commercial Code of the applicable jurisdiction; (ii) the conveyance provided for in Section 2 hereof shall be deemed to be a grant by the Seller to the Purchaser of a security interest in all of the Seller's right, title and interest in and to the Mortgage Loans, and all amounts payable to the holder of the Mortgage Loans in accordance with the terms thereof, and all proceeds of the conversion, voluntary or involuntary, of the foregoing into cash, instruments, securities or other property, including, without limitation, all amounts, other than investment earnings, from time to time held or invested in the Certificate Account, the Distribution Account or, if established, the REO Account (each as defined in the Pooling and Servicing Agreement) whether in the form of cash, instruments, securities or other property; (iii) the assignment to the Trustee of the interest of the Purchaser as contemplated by Section 1 hereof shall be deemed to be an assignment of any security interest created hereunder; (iv) the possession by the Trustee or any of its agents, including, without limitation, the Custodian, of the Mortgage Notes, and such other items of property as constitute instruments, money, negotiable documents or chattel paper shall be deemed to be possession by the secured party for purposes of perfecting the security interest pursuant to Section 9-313 of the Uniform Commercial Code of the applicable jurisdiction; and (v) notifications to persons (other than the Trustee) holding such property, and acknowledgments, receipts or confirmations from persons (other than the Trustee) holding such property, shall be deemed notifications to, or acknowledgments, receipts or confirmations from, financial intermediaries, bailees or agents (as applicable) of the secured party for the purpose of perfecting such security interest under applicable law. The Seller and the Purchaser shall, to the extent consistent with this Agreement, take such actions as may be necessary to ensure that, if this Agreement were deemed to create a security interest in the Mortgage Loans, such security interest would be deemed to be a perfected security interest of first priority under applicable law and will be maintained as such throughout the term of this Agreement and the Pooling and Servicing Agreement.

  • Security Interest and Collateral To secure the payment and performance of the Obligations, Borrower hereby grants Lender a security interest (herein called the "Security Interest") in the following Collateral, whether now owned or hereafter acquired by Borrower and wherever located, and all products and proceeds thereof: (a) Crops, whether annual or perennial, whether grown, growing or to be grown, and whether harvested or unharvested, the products and proceeds thereof and stored grain (including all of the foregoing designated as inventory) and any negotiable or nonnegotiable documents, scale tickets and the like resulting from the storage thereof; also seed, fertilizer, chemicals, and other supplies used or produced by Borrower in farming operations; also accounts, contract rights (including proceeds from insurance policies covering the other Collateral), instruments, documents and general intangibles, whether now owned or hereafter acquired and wherever located; hedging and commodity accounts or agreements, now or hereafter or in effect, together with all rights in and to such accounts or agreements and all payments due or to become due thereunder. (b) Livestock (including livestock in gestation) and their young, products and proceeds and progeny thereof and produce thereof, including all livestock designated as inventory; also feed, medicines and other supplies used or produced by Borrower in farming operations; also accounts, contract rights (including proceeds from insurance policies covering the other Collateral), instruments, documents and general intangibles, whether now owned or hereafter acquired and wherever located; hedging and commodity accounts or agreements, now or hereafter or in effect, together with all rights in and to such accounts or agreements and all payments due or to become due thereunder. (c) All of Borrower’s equipment and machinery, and all accessions and attachments thereto and replacements and substitutions therefore (the Equipment). Borrower shall not remove any of the Collateral from locations disclosed in this Agreement, nor sell, convey or encumber said Collateral, provided, however, that Borrower may sell said Collateral or any part thereof if, and only if: (i) the proceeds of such sale are made payable jointly to Lender and Borrower if requested by ▇▇▇▇▇▇, it being specifically understood and agreed that all Obligations secured by the Collateral to the extent of the sale price shall be due and payable at the time of such sale; and (ii) Borrower sells the Collateral only to buyers listed on the Credit Application if required pursuant to the terms of Subsection 2(c) below.