RIGHT OF SETOFF AND SECURITY INTEREST Sample Clauses

RIGHT OF SETOFF AND SECURITY INTEREST. In addition to all liens upon, and rights of setoff against, the monies, securities, or other property of any Authorized Signatory given Bank by operation of law, and/or in any other written agreement, each and every Authorized Signatory, jointly and severally, hereby grants to Bank a security interest in, and a right of setoff against, any and all moneys, securities or other property (except to the extent prohibited by applicable Federal and State laws) of each Authorized Signatory now, or hereafter, in the possession of, or on deposit with, Bank or any member bank or branch bank of International Bancshares Corporation, whether held in a general or special account or deposit, or for safekeeping or otherwise. Bank will not be liable for dishonoring items where the exercise of its right to setoff or foreclosure of its security interest results in collected available insufficient funds in this Account. To the extent allowed by law, (i) the security interests and rights of setoff granted herein shall secure payment of any and all indebtedness to Bank of each and every of the Authorized Signatories, or of any one or more of them, individually or jointly with others, now owed or hereafter owing to Bank, (ii) any indebtedness now or hereafter owing to Bank by each and every of the Authorized Signatories or by any one or more of them, either individually or jointly with others, may be charged to, and/or setoff against, any account at Bank or member bank or branch bank of International Bancshares Corporation, owned by, or in the name, of any Authorized Signatory or in the name of any Authorized Signatory and another or others (to the extent the joint account is an “or” account), and (iii) the security interests and rights of setoff granted herein may be exercised by Bank without any prior demand on, or notice to, any or all Authorized Signatories. No right of setoff shall be exercised as to loans secured by Xxxxxxxxx’s homestead. No security interest or right of setoff may be deemed to have been waived by any act or omission or other conduct of Bank, or by any failure to exercise any right of setoff or to enforce any security interest, or by any delay in so doing. Every right of setoff and security interest granted herein shall continue in full force and effect until such right of setoff or security interest is specifically waived or released in writing by Bank. Except as limited herein, Bank’s security interest granted herein shall be collateral for any or all cl...
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RIGHT OF SETOFF AND SECURITY INTEREST. You understand and agree that we have a right of setoff against your account. This means that if you owe us money on any debt or any other obligation, whether then due or not, we may take all or any part of the money in your account, even certificates or deposits that have not matured, to pay us off. You also give us a security interest in your accounts to secure your obligations to us, now and in the future. We may exercise our right of setoff or foreclosure on our security interest at any time for any lawful reason. We will notify you when that occurs. Finally, you agree that we will have no liability to you if exercising our right of setoff or foreclosing on our security interest causes items presented on your account to be refused for insufficient funds. Garnishment, Execution, and Attachment If we are served with any legal process which tries to attach or in some way prevent you from freely using your funds, you give us the right to hold any portion of the funds during any time necessary to finally determine who has the legal right to the funds and pay any balance in the account to the proper person or authority. All legal actions against your account are subject to our right of setoff and security interest. You agree to pay us our fees for processing any garnishment or for other similar process issued against your account.
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RIGHT OF SETOFF AND SECURITY INTEREST. In addition to its other rights under this Master Agreement and the Account Agreement, Bank and each of its Affiliates may exercise the right of set-off against any or all of Client’s Accounts and deposits and Client grants Bank a first priority security interest in all Accounts maintained by Client now or in the future with Bank or any of Bank’s Affiliates to secure payment of any and all obligations regarding Services provided under this Master Agreement and the Service Documentation, whether direct or indirect, absolute or contingent, due or to become due, whether now existing or hereafter arising, and whether several, joint or joint and several. For purposes of this Master Agreement, “Affiliate” means any corporation, limited liability company, or other legal entity that controls, is controlled by, or is under common control with another legal entity.
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RIGHT OF SETOFF AND SECURITY INTEREST. Any and all moneys, credits or other property belonging to the Guarantor in transit to, or in the possession or under the control of, the Bank, or any agent or bailee of the Bank, may, without prior notice and opportunity to be heard, be appropriated and applied against the liability of the Guarantor hereunder to the extent of the amount to which this Guarantee is limited. The Guarantor does hereby assign and transfer to the Bank any and all cash, negotiable instruments, documents of title, chattel paper, securities, certificates of deposit, deposit accounts, other cash equivalents and other assets of the Guarantor in transit to, or in the possession or control of the Bank, or any agent or bailee of the Bank for any purpose and to apply the same on any or all of the Guaranteed Obligations to the extent of the amount to which this Guarantee is limited. To secure payment of the Guaranteed Obligations, the Guarantor grants to the Bank a security interest in all property (including but not limited to all of the property described above) of the Guarantor delivered concurrently herewith, or now or at any time hereafter in the possession or control of the Bank, and all proceeds of all such property. The undersigned agrees that the Bank shall have the rights and remedies of a secured party under the Uniform Commercial Code of Illinois with respect to all of the aforesaid property, including, without limitation thereof, the right to sell or otherwise dispose of any or all of such property. The Bank may without notice to anyone, apply or set off any balances, credits, deposits, accounts, moneys or other indebtedness at any time credited by or due from the Bank to the Guarantor against the amounts due hereunder. Any notification of intended disposition of any property required by law shall be deemed reasonably and properly given if given at least five (5) calendar days before such disposition.
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RIGHT OF SETOFF AND SECURITY INTEREST. Subject to applicable law, we may exercise our right of setoff against any and all of your Accounts without notice, for any liability or debt of any of you, then due and owing to us, whether joint or individual, whether direct or contingent, whether now or hereafter existing, and whether arising from overdrafts, endorsements, guarantees, loans, account service charges, overdraft charges, attachments, garnishments, levies, attorneys' fees or other obligations. Each joint account holder authorizes us to exercise our right of setoff against any and all Accounts of each account holder. Some government payments (such as Social Security, Supplemental Security Income, Veterans and other federal or state benefits) may be protected from attachment, levy or other legal process under federal or state law. If such protections would otherwise apply to our right of setoff or any other deductions we make for amounts you owe us, to the extent that you may do so by contract, you waive these protections and agree that we may setoff against and otherwise use these funds to pay amounts you owe us. In addition, you grant us a security interest in your Account so that the balance in the Account is collateral for any current or future obligation you owe us (whether as a borrower, a guarantor or otherwise). If we incur any Costs in responding to any attachment, garnishment, or other levy that is not otherwise reimbursed, we may charge such Costs to you or your Account without prior notice to you. However, our right of setoff and security interest may not apply to your Account if: (a) it is an IRA or a tax-deferred Xxxxx Retirement Account (but this does not affect our rights under any consensual security interest); (b) the debt is created by a consumer credit transaction under a credit card plan; or (c) our records demonstrate to our satisfaction that your right of withdrawal arises only in a representative capacity (for example, as an authorized signer, attorney-in-fact, or a fiduciary). Any garnishment or other levy against your Account is subject to our right of setoff and security interest.
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RIGHT OF SETOFF AND SECURITY INTEREST. In addition to its other rights under this Master Agreement and the Account Agreement, Bank and each of its Affiliates may exercise the right of set-off against any or all of Client’s Accounts and deposits and Client grants Bank a first priority security interest in all Accounts maintained by Client now or in the future with Bank or any of Bank’s Affiliates to secure payment of any and all obligations regarding Services provided under this Master Agreement and the Service Documentation, whether direct or indirect, absolute or contingent, due or to become due, whether now existing Form, and any authorization forms, and provide Bank with assumes no responsibility for Client’s reliance on such any contact information that Bank may require in information which is subsequently updated, verified, or connection with Client’s use of a Service. Bank is entitled corrected. to rely on such authorization and contact information according to its terms until Bank receives properly (c) Client’s Vendors. If Client engages any third party in authorized written notice in the form provided by Bank or connection with any Service (“Vendor”), the Vendor is other form acceptable to Bank that the existing Client’s agent. Client is solely responsible for ensuring authorization and/or contact information is changed or that Client’s Vendor complies with Client’s obligations terminated and Bank has a reasonable opportunity to act under this Master Agreement and the Service on such notice. If Client instead chooses to communicate Documentation (including Security Procedures, as changes to Bank by some other means, Bank is entitled defined below, relating to the Services). Client is bound (but not obligated) to rely on such communications and by all information, Orders (as defined herein), entries, or the changes as having been duly authorized by Client if other instructions provided on Client’s behalf by Vendors Bank in good faith believes the communications came all as though such information, Orders, entries, or other from someone authorized by Client to deliver it. Bank will instructions were provided by Client. Client confirms that not be responsible for losses if Client fails to timely and Client grants authority to Vendors to legally bind Client properly notify Bank of changes in authorization and/or with respect to their use of the Services. Client is liable contact information. Client must also promptly notify Bank for (i) any Vendor’s failure to comply with any of Client’s in...
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RIGHT OF SETOFF AND SECURITY INTEREST. In addition to its view and receive information about Account balances, other rights under this Master Agreement and the Account activity, transactions, and other cash management Agreement, Bank and each of its Affiliates may exercise information electronically, via the Internet through one of the right of set-off against any or all of Client’s Accounts Bank’s access Services, or by other electronic means. and deposits and Client grants Bank a first priority security Account information changes frequently and is subject to interest in all Accounts maintained by Client now or in the updating, verification, and correction. Since the future with Bank or any of Bank’s Affiliates to secure information may change during the delay between when payment of any and all obligations regarding Services the information was last sent to Client or posted by Bank provided under this Master Agreement and the Service and when Client receive or access the information, Bank Documentation, whether direct or indirect, absolute or contingent, due or to become due, whether now existing or hereafter arising, and whether several, joint or joint and several. For purposes of this Master Agreement, “Affiliate” means any corporation, limited liability company, or other legal entity that controls, is controlled by, or is under common control with another legal entity.
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RIGHT OF SETOFF AND SECURITY INTEREST. You each agree that we may (without prior notice and when permitted by law) set off the funds in this account against any due and payable debt owed to us now or in the future, by any of you having the right of withdrawal, to the extent of such persons’ or legal entity’s right to withdraw. If the debt arises from a note, “any due and payable debt” includes the total amount of which we are entitled to demand payment under the terms of the note at the time we set off, including any balance the due date for which we properly accelerate under the note. This right of set-off does not apply to this account if, (a) it is an individual Retirement account or other tax-deferred retirement account, or (b) the debt is created by a consumer credit transaction under a credit card plan, or (c) the debtor’s right of withdrawal arises only in a representative capacity. We will not be liable for the dishonor of any check when the dishonor occurs because we set off a debt against this account. You agree to hold us harmless from any claim arising as a result of our exercise of our right to set off.
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Related to RIGHT OF SETOFF AND SECURITY INTEREST

  • 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.

  • Pledge and Security Interest Each Pledgor hereby unconditionally and irrevocably pledges, grants and hypothecates to the Pledgees, and grants to the Pledgees a continuing first priority security interest in, a first lien upon and a right of set-off against, all of its respective rights, titles and interests of whatsoever kind and nature in (the “Security Interest”), and to secure the complete and timely payment, performance and discharge in full, as the case may be, of all of the obligations pursuant to the Notes, the following (collectively, the “Pledged Collateral”):

  • Security Interest in the Collateral To secure the prompt payment and performance to Agent and each Lender of the Obligations, each Borrower hereby assigns, pledges and grants to Agent for its benefit and for the ratable benefit of each Lender a continuing security interest in and to and Lien on all of its Collateral, whether now owned or existing or hereafter acquired or arising and wheresoever located. Each Borrower shall xxxx its books and records as may be necessary or appropriate to evidence, protect and perfect Agent’s security interest and shall cause its financial statements to reflect such security interest. Each Borrower shall promptly provide Agent with written notice of all commercial tort claims, such notice to contain the case title together with the applicable court and a brief description of the claim(s). Upon delivery of each such notice, such Borrower shall be deemed to hereby grant to Agent a security interest and lien in and to such commercial tort claims and all proceeds thereof.

  • Perfection of Security Interests in the Collateral The Collateral Documents create valid security interests in, and Liens on, the Collateral purported to be covered thereby, which security interests and Liens are currently perfected security interests and Liens, prior to all other Liens other than Permitted Liens.

  • Grant of Security Interest in the Collateral To secure the prompt payment and performance in full when due, whether by lapse of time, acceleration, mandatory prepayment or otherwise, of the Secured Obligations, each Grantor hereby grants to the Administrative Agent, for the benefit of the Secured Parties, a continuing security interest in, and a right to set off against, any and all right, title and interest of such Grantor in and to all of the following, whether now owned or existing or owned, acquired, or arising hereafter (collectively, the “Collateral”):

  • The Security Interests In order to secure the full and punctual observance and performance of the covenants and agreements contained herein and in the Securities Contract:

  • Security Interests Absolute All rights of the Secured Parties and all obligations of the Debtors hereunder, shall be absolute and unconditional, irrespective of: (a) any lack of validity or enforceability of this Agreement, the Debentures or any agreement entered into in connection with the foregoing, or any portion hereof or thereof; (b) any change in the time, manner or place of payment or performance of, or in any other term of, all or any of the Obligations, or any other amendment or waiver of or any consent to any departure from the Debentures or any other agreement entered into in connection with the foregoing; (c) any exchange, release or nonperfection of any of the Collateral, or any release or amendment or waiver of or consent to departure from any other collateral for, or any guarantee, or any other security, for all or any of the Obligations; (d) any action by the Secured Parties to obtain, adjust, settle and cancel in its sole discretion any insurance claims or matters made or arising in connection with the Collateral; or (e) any other circumstance which might otherwise constitute any legal or equitable defense available to a Debtor, or a discharge of all or any part of the Security Interests granted hereby. Until the Obligations shall have been paid and performed in full, the rights of the Secured Parties shall continue even if the Obligations are barred for any reason, including, without limitation, the running of the statute of limitations or bankruptcy. Each Debtor expressly waives presentment, protest, notice of protest, demand, notice of nonpayment and demand for performance. In the event that at any time any transfer of any Collateral or any payment received by the Secured Parties hereunder shall be deemed by final order of a court of competent jurisdiction to have been a voidable preference or fraudulent conveyance under the bankruptcy or insolvency laws of the United States, or shall be deemed to be otherwise due to any party other than the Secured Parties, then, in any such event, each Debtor’s obligations hereunder shall survive cancellation of this Agreement, and shall not be discharged or satisfied by any prior payment thereof and/or cancellation of this Agreement, but shall remain a valid and binding obligation enforceable in accordance with the terms and provisions hereof. Each Debtor waives all right to require the Secured Parties to proceed against any other person or entity or to apply any Collateral which the Secured Parties may hold at any time, or to marshal assets, or to pursue any other remedy. Each Debtor waives any defense arising by reason of the application of the statute of limitations to any obligation secured hereby.

  • 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.

  • Liens and Security Interests Each party grants to the other parties to this Agreement a lien on any interest it now owns or later acquires in Oil and Gas Leases and Oil and Gas Interests in the Contract Area, and a security interest and/or purchase money security interest in any interest it now owns or later acquires in the personal property and fixtures on or used or obtained for use in connection with any interest, to secure performance of all of its obligations under this Agreement including but not limited to payment of expense, interest and fees, the proper disbursement of all monies paid under this Agreement, the assignment or relinquishment of interest in Oil and Gas Leases as required hereunder, and the proper performance of operations under this Agreement. The lien and security interest granted by each party shall include the party’s leasehold interests, working interests, operating rights, and royalty and overriding royalty interests in the Contract Area now owned or later acquired and in lands pooled or unitized with them, or otherwise becoming subject to this Agreement, the Oil and Gas when extracted and equipment situated on or used or obtained for use in connection with the Contract Area (including, without limitation, all xxxxx, tools, and tubular goods), and accounts (including, without limitation, accounts arising from gas imbalances or from the sale of Oil and/or Gas at the wellhead), contract rights, inventory, and general intangibles relating to or arising from them, and all proceeds and products of the foregoing. To perfect the lien and security agreement provided, each party shall execute and acknowledge the recording supplement and/or any financing statement prepared and submitted by any party in conjunction with or at any time following execution of this Agreement, and Operator is authorized to file this Agreement or the recording supplement as a lien or mortgage in the applicable real estate records and as a financing statement with the proper officer under the Uniform Commercial Code in the state in which the Contract Area is situated and such other states as Operator shall deem appropriate to perfect the security interest granted. Any party may file this Agreement, the recording supplement, or other documents as it deems necessary as a lien or mortgage in the applicable real estate records and/or a financing statement with the proper officer under the Uniform Commercial Code. Each party represents and warrants to the other parties that the lien and security interest granted by a party to the other parties shall be a first and prior lien, and each party agrees to maintain the priority of the lien and security interest against all persons acquiring an interest in Oil and Gas Leases and Interests covered by this Agreement by, through, or under the party. All parties acquiring an interest in Oil and Gas Leases and Oil and Gas Interests covered by this Agreement, whether by assignment, merger, mortgage, operation of law, or otherwise, shall be deemed to have taken subject to the lien and security interest granted by this Article VII.B. as to all obligations attributable to the interest under this Agreement whether or not the obligations arise before or after the interest is acquired. To the extent that parties have a security interest under the Uniform Commercial Code of the state in which the Contract Area is situated, they shall be entitled to exercise the rights and remedies of a secured party under the Code. The bringing of a suit and the obtaining of judgment by a party for the secured indebtedness shall not be deemed an election of remedies or otherwise affect the lien rights or security interest as security for the payment of the indebtedness. In addition, on default by any party in the payment of its share of expenses, interests or fees, or upon the improper use of funds by the Operator, the other parties shall have the right, without prejudice to other rights or remedies, to collect from the purchaser the proceeds from the sale of the defaulting party’s share of Oil and Gas until the amount owed by the party, plus interest as provided in Exhibit “C,” has been received, and shall have the right to offset the amount owed against the proceeds from the sale of the defaulting party’s share of Oil and Gas. All purchasers of production may rely on a notification of default from the non-defaulting party or parties stating the amount due as a result of the default, and all parties waive any recourse available against purchasers for releasing production proceeds as provided in this paragraph. If any party fails to pay its share of cost within one hundred twenty (120) days after rendition of a statement of them by Operator, the non-defaulting parties, including Operator, shall, on request by Operator, pay the unpaid amount in the proportion that the interest of each party bears to the interest of all parties. The amount paid by each party paying its share of the unpaid amount shall be secured by the liens and security rights described in Article VII.B., and each paying party may independently pursue any remedy available under this Agreement or otherwise. If any party does not perform all of its obligations under this Agreement, and the failure to perform subjects that party to foreclosure or execution proceedings pursuant to the provisions of this Agreement, to the extent allowed by governing law, the defaulting party waives any available right of redemption from and after the date of judgment, any required valuation or appraisement of the mortgaged or secured property prior to sale, any available right to stay execution or to require a marshalling of assets and any required bond in the event a receiver is appointed. In addition, to the extent permitted by applicable law, each party grants to the other parties a power of sale as to any property that is subject to the lien and security rights granted by this Agreement, the power to be exercised in the manner provided by applicable law or otherwise in a commercially reasonable manner and on reasonable notice. Each party agrees that the other parties shall be entitled to utilize the provisions of Oil and Gas lien law or other lien law of any state in which the Contract Area is situated to enforce the obligations of each party. Without limiting the generality of the foregoing, to the extent permitted by applicable law, Non-Operators agree that Operator may invoke or utilize the mechanic’s or materialmen’s lien law of the state in which the Contract Area is situated in order to secure the payment to Operator of any sum due under this Agreement for services performed or materials supplied by Operator.

  • Maintenance of Security Interests in Financed Vehicles The Servicer shall, in accordance with its customary servicing procedures, take such steps as are necessary to maintain perfection of the security interest created by each Receivable in the related Financed Vehicle. The Servicer is hereby authorized to take such steps as are necessary to re-perfect such security interest on behalf of the Issuing Entity and the Indenture Trustee in the event of the relocation of a Financed Vehicle or for any other reason.

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