Common use of Property Acquired Subsequent to the Closing Date and Right to Take Additional Collateral Clause in Contracts

Property Acquired Subsequent to the Closing Date and Right to Take Additional Collateral. Borrower shall provide Agent with prompt written notice with respect to any real property acquired by any Company subsequent to the Closing Date with an individual value in excess of One Million Dollars ($1,000,000). In addition to any other right Agent and the Lenders may have pursuant to this Agreement or otherwise, upon written request of Agent, whenever made, Borrower shall grant to Agent as additional security for the Secured Obligations, a security interest in or Lien on such real property of Borrower. Borrower agrees, promptly after the date of such written request, to secure all of such Indebtedness by delivering to Agent security agreements, mortgages (or deeds of trust, if applicable) or other documents, instruments or agreements or such thereof as Agent may require. In addition, if any Subsidiary acquires any federally registered intellectual property (including, without limitation, any patents, patent applications, trademarks, service marks, copyrights, licenses, and rights with respect to the foregoing) subsequent to the Closing Date, Borrower shall promptly provide written notice to Agent and such Subsidiary shall promptly execute and deliver an Intellectual Property Collateral Assignment Agreement with respect to such federally registered intellectual property. Borrower shall pay all recordation, legal and other expenses in connection with the foregoing.

Appears in 1 contract

Samples: Credit and Security Agreement (Epiq Systems Inc)

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Property Acquired Subsequent to the Closing Date and Right to Take Additional Collateral. Borrower Borrowers shall provide Agent with prompt written notice with respect to any real property acquired by any Company subsequent to the Closing Date with an individual value in excess of One Million Dollars ($1,000,000). In addition to any other right Agent and the Lenders may have pursuant to this Agreement or otherwise, upon written request of Agent, whenever made, Borrower Borrowers shall grant to Agent as additional security for the Secured Obligations, a security interest in or Lien on such real property of each Borrower. Borrower agreesBorrowers agree, promptly after the date of such written request, to secure all of such Indebtedness by delivering to Agent security agreements, mortgages (or deeds of trust, if applicable) or other documents, instruments or agreements or such thereof as Agent may require. In addition, if any Subsidiary acquires any federally registered intellectual property (including, without limitation, any patents, patent applications, trademarks, service marks, copyrights, licenses, and rights with respect to the foregoing) subsequent to the Closing Date, Borrower Borrowers shall promptly provide written notice to Agent and such Subsidiary shall promptly execute and deliver an Intellectual Property Collateral Assignment Agreement with respect to such federally registered intellectual property. Borrower Borrowers shall pay all recordation, legal and other expenses in connection with the foregoingtherewith.

Appears in 1 contract

Samples: Credit and Security Agreement (Epiq Systems Inc)

Property Acquired Subsequent to the Closing Date and Right to Take Additional Collateral. Borrower shall provide Agent with prompt written notice with respect to any real property acquired by any Company subsequent to the Closing Date with an individual value in excess of One Million Dollars ($1,000,000). In addition to any other right Agent and the Lenders may have pursuant to this Agreement or otherwise, upon written request of Agent, whenever made, Borrower shall grant to Agent as additional security for the Secured Obligations, a security interest in or Lien on such real property of Borrower. Borrower agrees, promptly after the date of such written request, to secure all of such Indebtedness by delivering to Agent security agreements, mortgages (or deeds of trust, if applicable) or other documents, instruments or agreements or such thereof as Agent may require. In addition, if any Subsidiary acquires any federally registered intellectual property (including, without limitation, any patents, patent applications, trademarks, service marks, copyrights, licenses, and rights with respect to the foregoing) subsequent to the Closing Date, Borrower shall promptly provide written notice to Agent and such Subsidiary shall promptly execute and deliver an Intellectual Property Collateral Assignment Agreement with respect to such federally registered intellectual property. Borrower shall pay all recordation, legal and other expenses in connection with the foregoingtherewith.

Appears in 1 contract

Samples: Assignment and Acceptance Agreement (Epiq Systems Inc)

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Property Acquired Subsequent to the Closing Date and Right to Take Additional Collateral. Borrower shall provide Agent with prompt written notice with respect to any real property acquired by any Company subsequent to the Closing Date with an individual value in excess of One Million Dollars ($1,000,000)Date. In addition to any other right Agent and the Lenders may have pursuant to this Agreement or otherwise, upon written request of Agent, whenever made, Borrower shall grant to Agent as additional security for the Secured Obligations, a security interest in or Lien on such real property of Borrower. Borrower agrees, promptly after the date of such written request, to secure all of such Indebtedness by delivering to Agent security agreements, mortgages (or deeds of trust, if applicable) or other documents, instruments or agreements or such thereof as Agent may require. In addition, if any Subsidiary acquires any federally registered intellectual property (including, without limitation, any patents, patent applications, trademarks, service marks, copyrights, licenses, and rights with respect to the foregoing) subsequent to the Closing Date, Borrower shall promptly (within a reasonable time period) provide written notice to Agent and such Subsidiary shall promptly execute and deliver an Intellectual Property Collateral Assignment Agreement with respect to such federally registered intellectual property. Borrower shall pay all recordation, legal and other expenses in connection with the foregoing.

Appears in 1 contract

Samples: Assignment and Acceptance Agreement (Shiloh Industries Inc)

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