Common use of Rights with respect to Collateral Clause in Contracts

Rights with respect to Collateral. Each Secured Party agrees with all other Secured Parties and the Collateral Agent (i) that it shall not, and shall not attempt to, exercise any rights with respect to its security interest in the Collateral, whether pursuant to any other agreement or otherwise (other than pursuant to this Agreement), or take or institute any action against the Collateral Agent or any of the other Secured Parties in respect of the Collateral or its rights hereunder (other than any such action arising from the breach of this Agreement) and (ii) that such Secured Party has no other rights with respect to the Collateral other than as set forth in this Agreement and the other Transaction Documents. Upon the acceptance of any appointment as Collateral Agent hereunder by a successor Collateral Agent, such successor Collateral Agent shall thereupon succeed to and become vested with all the rights, powers, privileges and duties of the retiring Collateral Agent and the retiring Collateral Agent shall be discharged from its duties and obligations under the Agreement. After any retiring Collateral Agent’s resignation or removal hereunder as Collateral Agent, the provisions of the Agreement including this Annex B shall inure to its benefit as to any actions taken or omitted to be taken by it while it was Collateral Agent. EXHIBIT F July ____, 2012 TO: The Subscribers identified on Schedule A hereto: We have acted as special counsel to Advanced Medical Isotope Corporation, a Delaware corporation (the “Company”), in connection with the offer and sale by the Company of secured promissory notes in the principal amount of up to $1,250,000 (the “Notes"), Additional Investment Rights (“AIRs”), and common stock purchase warrants (“Warrants") to the Subscribers identified on Schedule A hereto (each a “Subscriber”), in the amounts designated thereon, for an aggregate purchase price of up to $1,250,000 pursuant to the exemption from registration under the Securities Act of 1933, as amended (the "Act) as set forth in Regulation D ("Regulation D") promulgated thereunder. Capitalized terms used herein and not otherwise defined shall have the meaning assigned to them in the subscription agreement (the "Agreement") by and between the Company and Subscriber entered into at or about the date hereof. The Agreement, and the agreements described below are sometimes hereinafter referred to collectively as the "Documents". In connection with the opinions expressed herein, we have made such examination of law as we considered appropriate or advisable for purposes hereof. As to matters of fact material to the opinions expressed herein, we have relied, with your permission, upon the representations and warranties as to factual matters contained in and made by the Company and the Subscriber pursuant to the Documents and upon certificates and statements of certain government officials and of officers of the Company as described below. We have also examined originals or copies of the following corporate documents or records of the Company

Appears in 1 contract

Samples: Security Agreement (ADVANCED MEDICAL ISOTOPE Corp)

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Rights with respect to Collateral. Each Secured Party agrees with all other Secured Parties and the Collateral Agent (i) that it shall not, and shall not attempt to, exercise any rights with respect to its security interest in the Collateral, whether pursuant to any other agreement or otherwise (other than pursuant to this Agreement), or take or institute any action against the Collateral Agent or any of the other Secured Parties in respect of the Collateral or its rights hereunder (other than any such action arising from the breach of this Agreement) and (ii) that such Secured Party has no other rights with respect to the Collateral other than as set forth in this Agreement and the other Transaction Documents. Upon the acceptance of any appointment as Collateral Agent hereunder by a successor Collateral Agent, such successor Collateral Agent shall thereupon succeed to and become vested with all the rights, powers, privileges and duties of the retiring Collateral Agent and the retiring Collateral Agent shall be discharged from its duties and obligations under the Agreement. After any retiring Collateral Agent’s resignation or removal hereunder as Collateral Agent, the provisions of the Agreement including this Annex B shall inure to its benefit as to any actions taken or omitted to be taken by it while it was Collateral Agent. EXHIBIT F E SUBSIDIARY GUARANTEE SUBSIDIARY GUARANTEE, dated as of July ____28, 2012 TO: The Subscribers identified on Schedule A hereto: We have acted 2008 (this “Guarantee”), made by each of the signatories hereto (together with any other entity that may become a party hereto as special counsel provided herein, the “Guarantors”), in favor of the purchasers signatory (together with their permitted assigns, the “Purchasers”) to Advanced Medical Isotope Corporationthat certain Securities Purchase Agreement, dated as of the date hereof, between Blink Logic Inc., a Delaware Nevada corporation (the “Company”), in connection with the offer and sale by the Company of secured promissory notes in the principal amount of up to $1,250,000 (the “Notes"), Additional Investment Rights (“AIRs”), and common stock purchase warrants (“Warrants") to the Subscribers identified on Schedule A hereto (each a “Subscriber”), in the amounts designated thereon, for an aggregate purchase price of up to $1,250,000 pursuant to the exemption from registration under the Securities Act of 1933, as amended (the "Act) as set forth in Regulation D ("Regulation D") promulgated thereunder. Capitalized terms used herein and not otherwise defined shall have the meaning assigned to them in the subscription agreement (the "Agreement") by and between the Company and Subscriber entered into at or about the date hereof. The Agreement, and the agreements described below are sometimes hereinafter referred to collectively as the "Documents". In connection with the opinions expressed herein, we have made such examination of law as we considered appropriate or advisable for purposes hereof. As to matters of fact material to the opinions expressed herein, we have relied, with your permission, upon the representations and warranties as to factual matters contained in and made by the Company and the Subscriber pursuant to the Documents and upon certificates and statements of certain government officials and of officers of the Company as described below. We have also examined originals or copies of the following corporate documents or records of the CompanyPurchasers.

Appears in 1 contract

Samples: Security Agreement (Blink Logic Inc.)

Rights with respect to Collateral. Each Secured Party agrees with the Debtors and all other Secured Parties and the Collateral Agent (i) that it shall not, and shall not attempt to, exercise any rights with respect to its security interest in the Collateral, whether pursuant to any other agreement or otherwise (other than pursuant to this Agreement), or take or institute any action against the Collateral Agent or any of the other Secured Parties in respect of the Collateral or its rights hereunder (other than any such action arising from the breach of this Agreement) and (ii) that such Secured Party has no other rights with respect to the Collateral other than as set forth in this Agreement and the other Transaction Documents. Upon the acceptance of any appointment as Collateral Agent hereunder by a successor Collateral Agent, such successor Collateral Agent shall thereupon succeed to and become vested with all the rights, powers, privileges and duties of the retiring Collateral Agent and the retiring Collateral Agent shall be discharged from its duties and obligations under the Agreement. After any retiring Collateral Agent’s resignation or removal hereunder as Collateral Agent, the provisions of the Agreement including this Annex B shall inure to its benefit as to any actions taken or omitted to be taken by it while it was Collateral Agent. EXHIBIT F July ____E SUBSIDIARY GUARANTEE SUBSIDIARY GUARANTEE, 2012 TO: The Subscribers identified on Schedule A hereto: We have acted dated as special counsel of February 22, 2011 (this “Guarantee”), made by each of the signatories hereto (together with any other entity that may become a party hereto as provided herein, the “Guarantors”), in favor of the purchasers signatory (together with their permitted assigns under the Purchase Agreement, the “Purchasers”) to Advanced Medical Isotope Corporationthat certain Securities Purchase Agreement, dated as of the date hereof, between PLC Systems Inc., a Delaware Yukon Territory corporation (the “Company”), in connection with the offer and sale by the Company of secured promissory notes in the principal amount of up to $1,250,000 (the “Notes"), Additional Investment Rights (“AIRs”), and common stock purchase warrants (“Warrants") to the Subscribers identified on Schedule A hereto (each a “Subscriber”), in the amounts designated thereon, for an aggregate purchase price of up to $1,250,000 pursuant to the exemption from registration under the Securities Act of 1933, as amended (the "Act) as set forth in Regulation D ("Regulation D") promulgated thereunder. Capitalized terms used herein and not otherwise defined shall have the meaning assigned to them in the subscription agreement (the "Agreement") by and between the Company and Subscriber entered into at or about the date hereof. The Agreement, and the agreements described below are sometimes hereinafter referred to collectively as the "Documents". In connection with the opinions expressed herein, we have made such examination of law as we considered appropriate or advisable for purposes hereof. As to matters of fact material to the opinions expressed herein, we have relied, with your permission, upon the representations and warranties as to factual matters contained in and made by the Company and the Subscriber pursuant to the Documents and upon certificates and statements of certain government officials and of officers of the Company as described below. We have also examined originals or copies of the following corporate documents or records of the CompanyPurchasers.

Appears in 1 contract

Samples: Security Agreement (PLC Systems Inc)

Rights with respect to Collateral. Each Secured Party agrees with all other Secured Parties and the Collateral Agent (i) that it shall not, and shall not attempt to, exercise any rights with respect to its security interest in the CollateralCollateral (as defined in any Collateral Document), whether pursuant to any other agreement or otherwise (other than pursuant to this AgreementAgreement and the other Collateral Documents), or take or institute any action against the Collateral Agent or any of the other Secured Parties in respect of the Collateral or its rights hereunder (other than any such action arising from the breach of this Agreement) and (ii) that such Secured Party has no other rights with respect to the Collateral (as defined in any Collateral Document) other than as set forth in this Agreement and Agreement, the other Transaction Collateral Documents, the Notes and any other related agreements. Upon the acceptance of any appointment as Collateral Agent hereunder by a successor Collateral Agent, such successor Collateral Agent shall thereupon succeed to and become vested with all the rights, powers, privileges and duties of the retiring Collateral Agent and the retiring Collateral Agent shall be discharged from its duties and obligations under this Agreement, the Agreementother Collateral Documents, and each other Transaction Document. The retiring Agent will (at the sole expense of the Company) promptly transfer all Liens and collateral security within its possession or control to the possession or control of the successor Agent and will execute such instruments and assignments as may be reasonably requested by the successor Agent to transfer to the successor Agent all Liens, interests, rights, powers and remedies of the predecessor Agent in respect of this agreement or the Pledged Collateral (or any other Collateral (as defined in any Collateral Document)). After any retiring Collateral Agent’s resignation or removal hereunder as Collateral Agentcollateral agent, the provisions of this Agreement, including without limitation the Agreement including this Annex B immunities granted to it in Sections 12, 17 and 18(j) hereof shall inure to its benefit as to any actions taken or omitted to be taken by it while it was Collateral Agent. EXHIBIT F July ____, 2012 TO: The Subscribers identified on Schedule A hereto: We have acted as special counsel to Advanced Medical Isotope Corporation, a Delaware corporation Agent hereunder and any actions taken in accordance with this clause (the “Companyl).), in connection with the offer and sale by the Company of secured promissory notes in the principal amount of up to $1,250,000 (the “Notes"), Additional Investment Rights (“AIRs”), and common stock purchase warrants (“Warrants") to the Subscribers identified on Schedule A hereto (each a “Subscriber”), in the amounts designated thereon, for an aggregate purchase price of up to $1,250,000 pursuant to the exemption from registration under the Securities Act of 1933, as amended (the "Act) as set forth in Regulation D ("Regulation D") promulgated thereunder. Capitalized terms used herein and not otherwise defined shall have the meaning assigned to them in the subscription agreement (the "Agreement") by and between the Company and Subscriber entered into at or about the date hereof. The Agreement, and the agreements described below are sometimes hereinafter referred to collectively as the "Documents". In connection with the opinions expressed herein, we have made such examination of law as we considered appropriate or advisable for purposes hereof. As to matters of fact material to the opinions expressed herein, we have relied, with your permission, upon the representations and warranties as to factual matters contained in and made by the Company and the Subscriber pursuant to the Documents and upon certificates and statements of certain government officials and of officers of the Company as described below. We have also examined originals or copies of the following corporate documents or records of the Company

Appears in 1 contract

Samples: Security Agreement (Pacific Ethanol, Inc.)

Rights with respect to Collateral. Each Secured Party agrees with all other Secured Parties and the Collateral Agent (i) that it shall not, and shall not attempt to, exercise any rights with respect to its security interest in the Collateral, whether pursuant to any other agreement or otherwise (other than pursuant to this Agreement), or take or institute any action against the Collateral Agent or any of the other Secured Parties in respect of the Collateral or its rights hereunder (other than any such action arising from the breach of this Agreement) and (ii) that such Secured Party has no other rights with respect to the Collateral other than as set forth in this Agreement and the other Transaction Documents. Upon the acceptance of any appointment as Collateral Agent hereunder by a successor Collateral Agent, such successor Collateral Agent shall thereupon succeed to and become vested with all the rights, powers, privileges and duties of the retiring Collateral Agent and the retiring Collateral Agent shall be discharged from its duties and obligations under the Agreement. After any retiring Collateral Agent’s resignation or removal hereunder as Collateral Agent, the provisions of the Agreement including this Annex B shall inure to its benefit as to any actions taken or omitted to be taken by it while it was Collateral Agent. EXHIBIT F July ____SUBSIDIARY GUARANTEE SUBSIDIARY GUARANTEE, 2012 TO: The Subscribers identified on Schedule A hereto: We have acted dated as special counsel of June 14, 2007 (this “Guarantee”), made by each of the signatories hereto (together with any other entity that may become a party hereto as provided herein, the “Guarantors”), in favor of the purchasers signatory (the “Purchasers”) to Advanced Medical Isotope Corporationthat certain Securities Purchase Agreement, dated as of the date hereof, between CenterStaging Corp., a Delaware corporation (the “Company”), in connection with the offer and sale by the Company of secured promissory notes in the principal amount of up to $1,250,000 (the “Notes"), Additional Investment Rights (“AIRs”), and common stock purchase warrants (“Warrants") to the Subscribers identified on Schedule A hereto (each a “Subscriber”), in the amounts designated thereon, for an aggregate purchase price of up to $1,250,000 pursuant to the exemption from registration under the Securities Act of 1933, as amended (the "Act) as set forth in Regulation D ("Regulation D") promulgated thereunder. Capitalized terms used herein and not otherwise defined shall have the meaning assigned to them in the subscription agreement (the "Agreement") by and between the Company and Subscriber entered into at or about the date hereof. The Agreement, and the agreements described below are sometimes hereinafter referred to collectively as the "Documents". In connection with the opinions expressed herein, we have made such examination of law as we considered appropriate or advisable for purposes hereof. As to matters of fact material to the opinions expressed herein, we have relied, with your permission, upon the representations and warranties as to factual matters contained in and made by the Company and the Subscriber pursuant to the Documents and upon certificates and statements of certain government officials and of officers of the Company as described below. We have also examined originals or copies of the following corporate documents or records of the CompanyPurchasers.

Appears in 1 contract

Samples: Security Agreement (CenterStaging Corp.)

Rights with respect to Collateral. Each Secured Party agrees with all other Secured Parties and the Collateral Agent (i) that it shall not, and shall not attempt to, exercise any rights with respect to its the security interest in the CollateralCollateral granted in the Agreement, whether pursuant to any other agreement or otherwise (other than pursuant to this the Agreement), or take or institute any action against the Collateral Agent or any of the other Secured Parties in respect of the Collateral or its rights hereunder (other than any such action arising from the breach of this Agreement) and (ii) that such Secured Party has no other rights with respect to the Collateral other than as set forth in this the Agreement and the other Transaction Documents. Upon the acceptance of any appointment as Collateral Agent hereunder by a successor Collateral Agent, such successor Collateral Agent shall thereupon succeed to and become vested with all the rights, powers, privileges and duties of the retiring Collateral Agent and the retiring Collateral Agent shall be discharged from its duties and obligations under the Agreement. After any retiring Collateral Agent’s resignation or removal hereunder as Collateral Agent, the provisions of the Agreement including this Annex B C shall inure to its benefit as to any actions taken or omitted to be taken by it while it was Collateral Agent. EXHIBIT F July ____ANNEX D to SECURITY AGREEMENT FORM OF SECURED PARTY JOINDER Security Agreement dated as of January , 2012 TO: The Subscribers made by Cambridge Heart, Inc. and its subsidiaries party thereto from time to time, as Debtors to and in favor of the Collateral Agent and the Secured Parties identified on Schedule A hereto: We have acted as special counsel to Advanced Medical Isotope Corporation, a Delaware corporation therein (the “CompanySecurity Agreement), in connection with the offer and sale by the Company of secured promissory notes in the principal amount of up to $1,250,000 (the “Notes"), Additional Investment Rights (“AIRs”), and common stock purchase warrants (“Warrants") Reference is made to the Subscribers identified on Schedule A hereto (each a “Subscriber”), in the amounts designated thereon, for an aggregate purchase price of up to $1,250,000 pursuant to the exemption from registration under the Securities Act of 1933, Security Agreement as amended (the "Act) as set forth in Regulation D ("Regulation D") promulgated thereunder. Capitalized defined above; capitalized terms used herein and not otherwise defined herein shall have the meaning assigned meanings given to them in such terms in, or by reference in, the subscription agreement Security Agreement. The undersigned hereby confirms that it is the holder of a 2012 Note and agrees that, effective as of the date set forth below the undersigned’s signature to this Secured Party Joinder, the undersigned shall (a) be a Secured Party under the "Security Agreement", and (b) by have all the rights and between obligations of the Company Secured Parties under the Security Agreement as fully and Subscriber entered into at to the same extent as if the undersigned was an original signatory thereto. An executed copy of this Secured Party Joinder shall be delivered to the Collateral Agent, and the Collateral Agent may rely on the matters set forth herein on or about after the date hereof. The Agreement, and the agreements described below are sometimes hereinafter referred to collectively as the "Documents". In connection with the opinions expressed herein, we have made such examination of law as we considered appropriate or advisable for purposes hereof. As to matters of fact material to the opinions expressed herein, we have relied, with your permission, upon the representations and warranties as to factual matters contained in and made by the Company and the Subscriber pursuant to the Documents and upon certificates and statements of certain government officials and of officers of the Company as described below. We have also examined originals or copies of the following corporate documents or records of the Company.

Appears in 1 contract

Samples: Security Agreement (Cambridge Heart Inc)

Rights with respect to Collateral. Each Secured Party agrees with all other Secured Parties and the Collateral Agent (ia) that it shall not, and shall not attempt to, exercise any rights with respect to its security interest in the Collateral, whether pursuant to any other agreement or otherwise (other than pursuant to this Agreement), or take or institute any action against the Collateral Agent or any of the other Secured Parties in respect of the Collateral or its rights hereunder (other than any such action arising from the breach of this Agreement) and (iib) that such Secured Party has no other rights with respect to the Collateral other than as set forth in this Agreement and the other Transaction Documents. Upon the acceptance of any appointment as Collateral Agent hereunder by a successor Collateral Agent, such successor Collateral Agent shall thereupon succeed to and become vested with all the rights, powers, privileges and duties of the retiring Collateral Agent and the retiring Collateral Agent shall be discharged from its duties and obligations under the Agreement. After any retiring Collateral Agent’s resignation or removal hereunder as Collateral Agent, the provisions of the Agreement including this Annex B A shall inure to its benefit as to any actions taken or omitted to be taken by it while it was Collateral Agent. EXHIBIT F July ____ANNEX B to SECURITY AND PLEDGE AGREEMENT FORM OF ADDITIONAL DEBTOR JOINDER Reference is made to the Security and Pledge Agreement, 2012 TO: The Subscribers dated as of January 3, 2018, entered into by HyreCar Inc and its subsidiaries party thereto from time to time, as Debtors to and in favor of the Secured Parties identified on Schedule A hereto: We have acted as special counsel to Advanced Medical Isotope Corporation, a Delaware corporation therein (the “CompanySecurity Agreement”), in connection with the offer and sale by the Company of secured promissory notes in the principal amount of up to $1,250,000 (the “Notes"), Additional Investment Rights (“AIRs”), and common stock purchase warrants (“Warrants") to the Subscribers identified on Schedule A hereto (each a “Subscriber”), in the amounts designated thereon, for an aggregate purchase price of up to $1,250,000 pursuant to the exemption from registration under the Securities Act of 1933, as amended (the "Act) as set forth in Regulation D ("Regulation D") promulgated thereunder. Capitalized terms used herein and not otherwise defined herein shall have the meaning assigned meanings given to them in such terms in, or by reference in, the subscription agreement Security Agreement. The undersigned hereby agrees that upon delivery of this Additional Debtor Joinder to the Secured Parties referred to above, the undersigned shall (a) be an Additional Debtor under the "Security Agreement", (b) by have all the rights and between obligations of the Company Debtors under the Security Agreement as fully and Subscriber entered into at to the same extent as if the undersigned was an original signatory thereto and (c) be deemed to have made the representations and warranties set forth therein as of the date of execution and delivery of this Additional Debtor Joinder. WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, THE UNDERSIGNED SPECIFICALLY GRANTS TO THE SECURED PARTIES A SECURITY INTEREST IN THE COLLATERAL AS MORE FULLY SET FORTH IN THE SECURITY AGREEMENT AND ACKNOWLEDGES AND AGREES TO THE WAIVER OF JURY TRIAL PROVISIONS SET FORTH THEREIN. Attached hereto are supplemental and/or replacement Disclosure Schedules to the Security Agreement, as applicable. An executed copy of this Additional Debtor Joinder shall be delivered to the Secured Parties, and the Secured Parties may rely on the matters set forth herein on or about after the date hereof. The AgreementThis Additional Debtor Joinder shall not be modified, and amended or terminated without the agreements described below are sometimes hereinafter referred to collectively as the "Documents". In connection with the opinions expressed herein, we have made such examination of law as we considered appropriate or advisable for purposes hereof. As to matters of fact material to the opinions expressed herein, we have relied, with your permission, upon the representations and warranties as to factual matters contained in and made by the Company and the Subscriber pursuant to the Documents and upon certificates and statements of certain government officials and of officers prior written consent of the Company as described below. We have also examined originals or copies of the following corporate documents or records of the CompanySecured Parties.

Appears in 1 contract

Samples: Security and Pledge Agreement (HyreCar Inc.)

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Rights with respect to Collateral. Each Secured Party agrees with all other Secured Parties and the Collateral Agent (i) that it shall not, and shall not attempt to, exercise any rights with respect to its security interest in the Collateral, whether pursuant to any other agreement or otherwise (other than pursuant to this Agreement), or take or institute any action against the Collateral Agent or any of the other Secured Parties in respect of the Collateral or its rights hereunder (other than any such action arising from the breach of this Agreement) and (ii) that such Secured Party has no other rights with respect to the Collateral other than as set forth in this Agreement and the other Transaction Documents. Upon the acceptance of any appointment as Collateral Agent hereunder by a successor Collateral Agent, such successor Collateral Agent shall thereupon succeed to and become vested with all the rights, powers, privileges and duties of the retiring Collateral Agent and the retiring Collateral Agent shall be discharged from its duties and obligations under the Agreement. After any retiring Collateral Agent’s resignation or removal hereunder as Collateral Agent, the provisions of the Agreement including this Annex B shall inure to its benefit as to any actions taken or omitted to be taken by it while it was Collateral Agent. EXHIBIT F July ____SUBSIDIARY GUARANTEE SUBSIDIARY GUARANTEE, 2012 TO: The Subscribers identified on Schedule A hereto: We have acted dated as special counsel of March 11, 2008 (this “Guarantee”), made by each of the signatories hereto (together with any other entity that may become a party hereto as provided herein, the “Guarantors”), in favor of the purchasers signatory (together with their permitted assigns, the “Purchasers”) to Advanced Medical Isotope Corporationthat certain Securities Purchase Agreement, dated as of the date hereof, between Capital Growth Systems, Inc., a Delaware Florida corporation (the “Company”), in connection with the offer and sale by the Company of secured promissory notes in the principal amount of up to $1,250,000 (the “Notes"), Additional Investment Rights (“AIRs”), and common stock purchase warrants (“Warrants") to the Subscribers identified on Schedule A hereto (each a “Subscriber”), in the amounts designated thereon, for an aggregate purchase price of up to $1,250,000 pursuant to the exemption from registration under the Securities Act of 1933, as amended (the "Act) as set forth in Regulation D ("Regulation D") promulgated thereunder. Capitalized terms used herein and not otherwise defined shall have the meaning assigned to them in the subscription agreement (the "Agreement") by and between the Company and Subscriber entered into at or about the date hereof. The Agreement, and the agreements described below are sometimes hereinafter referred to collectively as the "Documents". In connection with the opinions expressed herein, we have made such examination of law as we considered appropriate or advisable for purposes hereof. As to matters of fact material to the opinions expressed herein, we have relied, with your permission, upon the representations and warranties as to factual matters contained in and made by the Company and the Subscriber pursuant to the Documents and upon certificates and statements of certain government officials and of officers of the Company as described below. We have also examined originals or copies of the following corporate documents or records of the CompanyPurchasers.

Appears in 1 contract

Samples: Security Agreement (Capital Growth Systems Inc /Fl/)

Rights with respect to Collateral. Each Secured Party agrees with all other Secured Parties and the Collateral Agent (i) that it shall not, and shall not attempt to, exercise any rights with respect to its security interest in the Collateral, whether pursuant to any other agreement or otherwise (other than pursuant to this Agreement), or take or institute any action against the Collateral Agent or any of the other Secured Parties in respect of the Collateral or its rights hereunder (other than any such action arising from the breach of this Agreement) and (ii) that such Secured Party has no other rights with respect to the Collateral other than as set forth in this Agreement and the other Transaction Documents. Upon the acceptance of any appointment as Collateral Agent hereunder by a successor Collateral Agent, such successor Collateral Agent shall thereupon succeed to and become vested with all the rights, powers, privileges and duties of the retiring Collateral Agent and the retiring Collateral Agent shall be discharged from its duties and obligations under the Agreement. After any retiring Collateral Agent’s resignation or removal hereunder as Collateral Agent, the provisions of the Agreement including this Annex B shall inure to its benefit as to any actions taken or omitted to be taken by it while it was Collateral Agent. EXHIBIT F July __Disclosure Schedules to the Security Agreement dated as of January 14, 2007 by and among Solomon Technologies, Inc., Certain of the Subsidiaries of the Company and the Holders of the Company’s Variable Rate Self-Liquidating Senior Secured Convertible Debentures due March __, 2012 TO: The Subscribers identified 2008 and issued on Schedule A hereto: We January __, 2007 Capitalized terms used but not otherwise defined in these Disclosure Schedules shall have acted as special counsel the same meanings ascribed to Advanced Medical Isotope Corporationsuch terms in the Security Agreement among Solomon Technologies, a Delaware corporation Inc. (the “Company”), in connection with certain of the offer and sale by subsidiaries of the Company and the holders of the Company’s Variable Rate Self-Liquidating Senior Secured Convertible Debentures due March __, 2008 and issued on January __, 2007 (the “Security Agreement”). Nothing in these Disclosure Schedules is intended to broaden the scope of any representation or warranty of the Company or to create any covenant on the part of the Company. Further, inclusion of information herein shall not be construed as an admission that such information is material to the condition of the Company. Any matter disclosed on any part of these Disclosure Schedules shall be deemed disclosed for purposes of every part of these Disclosure Schedules to the extent the applicability of such disclosure to such other paragraphs or parts of the Disclosure Schedules is reasonably apparent on its face. Where the terms of an agreement or other disclosure item have been summarized or described in these Disclosure Schedules, such summary or description does not purport to be a complete statement of the material terms of such agreement or other item. Schedule A The Company’s principal place of business is located at the following address: 0000 X&X Xxxxxxxxxx Xxxxxxxxx Xxxxxx Xxxxxxx, Xxxxxxx 00000 Certain of the Company’s books of account and records are at the following addresses: Venture Partners Mill Crossing, Bldg. A 0000 Xxxx Xxxxxx Xxxx Xxxxxx, Xxxxxxxxxxx 00000 Xxxxx & Xxxxxxx LLP 0000 Xxxxxxxx Xxx Xxxx, Xxx Xxxx 00000 Schedule B The Company has issued senior secured promissory notes in the aggregate principal amount of up to $1,250,000 (the “Notes"), Additional Investment Rights (“AIRs”), and common stock purchase warrants (“Warrants") to the Subscribers identified 1,712,085 as detailed on Schedule A hereto (each a “Subscriber”)3.1(aa) attached to that certain Securities Purchase Agreement, in the amounts designated thereondated January __, for an aggregate purchase price of up to $1,250,000 pursuant to the exemption from registration under the Securities Act of 19332007, as amended (the "Act) as set forth in Regulation D ("Regulation D") promulgated thereunder. Capitalized terms used herein and not otherwise defined shall have the meaning assigned to them in the subscription agreement (the "Agreement") by and between the Company and Subscriber entered into at or about the date hereof. The Agreement, and the agreements described below are sometimes hereinafter referred to collectively as the "Documents". In connection with the opinions expressed herein, we have made such examination of law as we considered appropriate or advisable for purposes hereof. As to matters of fact material to the opinions expressed herein, we have relied, with your permission, upon the representations and warranties as to factual matters contained in and made by among the Company and the Subscriber pursuant purchasers signatory thereto. The Company is authorized to issue up to an additional $287,915 in principal amount of such notes. The holders of these notes have a first priority security interest in all of the Documents tangible and upon certificates and statements of certain government officials and of officers intangible assets of the Company as described below. We and have also examined originals or copies filed a UCC-1 financing statement and certain amendments thereto with the Secretary of State of the following corporate documents or records State of Delaware. On November 18, 2005, the Company entered into an agreement with Xxxxxx Street Finance LLC pursuant to which Xxxxxx Street provides funding to the Company to prosecute the Company’s patent infringement action against Toyota Motor Corporation, Toyota Motor Sales U.S.A., Inc. and Toyota Motor Manufacturing North America. Under the terms of the agreement, Xxxxxx Street pays all legal fees and out-of pocket expenses billed by the Company’s special patent counsel, Mintz, Levin, Cohn, Ferris, Glovsky and Popeo, P.C., in connection with the litigation against Toyota and approved by the Company in exchange for a portion of any recovery that the Company receives in the litigation equal to the greater of 40% of the recovery or the actual amount of legal fees and expenses Xxxxxx Street pays on the Company’s behalf. Schedule C Delaware Schedule D Solomon Technologies, Inc. No organizational number exists. Schedule E The Company originally incorporated in Maryland on February 25, 1993 under the name Solomon Technologies, Inc. On July 2, 2003, the Company reincorporated from Maryland to Delaware by merging into a newly-formed Delaware corporation named Solomon Technologies, Inc. On August 17, 2006, the Company acquired Technipower LLC. Schedule F

Appears in 1 contract

Samples: Security Agreement (Solomon Technologies Inc)

Rights with respect to Collateral. Each Secured Party agrees with all other Secured Parties and the Collateral Agent (i) that it shall not, and shall not attempt to, exercise any rights with respect to its security interest in the Collateral, whether pursuant to any other agreement or otherwise (other than pursuant to this Agreement), or take or institute any action against the Collateral Agent or any of the other Secured Parties in respect of the Collateral or its rights hereunder (other than any such action arising from the breach of this Agreement) and (ii) that such Secured Party has no other rights with respect to the Collateral other than as set forth in this Agreement and the other Transaction Documents. Upon the acceptance of any appointment as Collateral Agent hereunder by a successor Collateral Agent, such successor Collateral Agent shall thereupon succeed to and become vested with all the rights, powers, privileges and duties of the retiring Collateral Agent and the retiring Collateral Agent shall be discharged from its duties and obligations under the Agreement. After any retiring Collateral Agent’s resignation or removal hereunder as Collateral Agent, the provisions of the Agreement including this Annex B shall inure to its benefit as to any actions taken or omitted to be taken by it while it was Collateral Agent. EXHIBIT F July __SUBSIDIARY GUARANTEE SUBSIDIARY GUARANTEE, dated as of May __, 2012 TO: The Subscribers identified on Schedule A hereto: We have acted 2013 (this “Guarantee”), made by each of the signatories hereto (together with any other entity that may become a party hereto as special counsel provided herein, the “Guarantors”), in favor of the purchasers signatory (together with their permitted assigns, the “Purchasers”) to Advanced Medical Isotope Corporationthat certain Securities Purchase Agreement, dated as of the date hereof, between Legend Oil and Gas, Ltd., a Delaware Colorado corporation (the “Company”), in connection with the offer and sale by the Company of secured promissory notes in the principal amount of up to $1,250,000 (the “Notes"), Additional Investment Rights (“AIRs”), and common stock purchase warrants (“Warrants") to the Subscribers identified on Schedule A hereto (each a “Subscriber”), in the amounts designated thereon, for an aggregate purchase price of up to $1,250,000 pursuant to the exemption from registration under the Securities Act of 1933, as amended (the "Act) as set forth in Regulation D ("Regulation D") promulgated thereunder. Capitalized terms used herein and not otherwise defined shall have the meaning assigned to them in the subscription agreement (the "Agreement") by and between the Company and Subscriber entered into at or about the date hereof. The Agreement, and the agreements described below are sometimes hereinafter referred to collectively as the "Documents". In connection with the opinions expressed herein, we have made such examination of law as we considered appropriate or advisable for purposes hereof. As to matters of fact material to the opinions expressed herein, we have relied, with your permission, upon the representations and warranties as to factual matters contained in and made by the Company and the Subscriber pursuant to the Documents and upon certificates and statements of certain government officials and of officers of the Company as described below. We have also examined originals or copies of the following corporate documents or records of the CompanyPurchasers.

Appears in 1 contract

Samples: Security Agreement (Legend Oil & Gas, Ltd.)

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