Security Agreement, etc. The Obligations shall be secured by a perfected first priority security interest (subject to Permitted Liens) in the Collateral in favor of the Collateral Agent, for the benefit of the Secured Parties, and the Company will deliver or cause to be delivered to the Purchasers and the Collateral Agent on the Closing Date the following, each of which shall be in full force and effect:
Security Agreement, etc. The parties thereto shall have duly entered into the Security Agreement and the Master Collateral and Intercreditor Agreement, each in form and substance satisfactory to the Administrative Agent and each Agent; the Administrative Agent and each Agent shall have received an executed copy thereof; and each Lender shall have received a true and correct copy thereof.
Security Agreement, etc. The Agent shall have received executed counterparts of the Security Agreement, dated as of the Closing Date, duly executed and delivered by the Credit Parties together with:
Security Agreement, etc. The Loan Parties and Agent, for the benefit of the Purchasers, shall have entered into (i) a security agreement or security agreements with Agent, in form and substance as set forth in Exhibit B attached hereto (as the same may be amended, modified or supplemented from time to time in accordance with the terms thereof, the "SECURITY AGREEMENT"), (ii) (a) short-form security agreements for all Patents, Patent Licenses, Trademarks, Trademark Licenses and registered Copyrights of the Loan Parties in form and substance reasonably acceptable to Agent for filing with the United States Patent and Trademark Office and the United States Copyright Office in the form set forth in Exhibit C attached hereto and (b) a duly executed form of assignment of all Internet domain names of the Loan Parties (together with appropriate supporting documentation as may be requested by Agent) in form and substance reasonably acceptable to Agent (such assignment and such short-form security agreements set forth under the foregoing (ii)(a), as the same may be amended, modified or supplemented from time to time in accordance with the terms thereof, the "INTELLECTUAL PROPERTY AGREEMENTS"), (iii) a stock pledge and security agreement in form and substance as set forth in Exhibit D attached hereto (as the same may be amended, modified or supplemented from time to time in accordance with the terms thereof, the "PLEDGE AGREEMENT") (iv) if reasonably requested by GMAC Agent and Agent, the Loan Parties and their depository banks shall have entered into deposit account control agreements in form and substance satisfactory to Agent ("DEPOSIT ACCOUNT CONTROL AGREEMENTS"), and (v) a collateral assignment of rights of the Loan Parties under certain documents executed in connection with the Acquisition in form and substance as set forth in Exhibit E (the "COLLATERAL ASSIGNMENT OF CONTRACTS"). The Loan Parties shall have executed and delivered to Agent, for the benefit of the Purchasers, an authorization to file such financing statements and other instruments (collectively, "FINANCING STATEMENTS"), and shall have delivered to Agent such certificates, instruments and documents, as Agent shall reasonably require in order to perfect and maintain the continued perfection of the security interests created by the agreements described herein. Agent shall have received reports of filings with appropriate government agencies showing that there are no Liens on the assets of the Loan Parties other than Permitte...
Security Agreement, etc. The Security Agreement shall cease to be in full force and effect; or the Company, any Subsidiary or any Person by, through or on behalf of the Company or any Subsidiary, shall contest the validity or enforceability of the Security Agreement.
Security Agreement, etc. A security agreement, substantially in the form of Exhibit E (the "Security Agreement"), issued by the Company and the Parent, together with (a) evidence, satisfactory to the Agent, that all filings and recordings necessary to perfect the Lien granted to the Agent (for the benefit of itself and the Lenders) on any collateral granted under the Security Agreement have been duly made (or will be duly made contemporaneously with the initial Credit Extension on the Closing Date) and are in full force and effect (subject to such exceptions as the Agent and the Required Lenders may approve); (b) a trademark security agreement, substantially in the form of Exhibit F (each a "Trademark Security Agreement"), issued by the Company and the Parent, in each case to the extent applicable; and (c) a patent security agreement, substantially in the form of Exhibit R (each a "Patent Security Agreement"), issued by the Company and the Parent, in each case to the extent applicable.
Security Agreement, etc. A security agreement, substantially in ----------------------- the form of Exhibit D (as amended, supplemented or otherwise modified from time --------- to time, the "Security Agreement") issued by the Company and each Guarantor, together with such fully-executed UCC-1 forms as the Agent may require.
Security Agreement, etc. The Borrower hereby agrees that the Credit Agreement as amended by this Amendment No. 2 is the Credit Agreement under and for all purposes of the Security Agreement. The Borrower hereby further agrees that this Amendment No. 2 is a “Credit Document” under and for purposes of the Credit Agreement.
Security Agreement, etc and waives the right to interpose any setoff or counterclaim or crossclaim in connection with any such litigation, irrespective of the nature of such setoff, counterclaim or crossclaim. This Note is made, executed and delivered pursuant to a certain Credit Agreement of even date between the maker herein and the Lender, and the terms, covenants and conditions thereof are incorporated herein by reference as if set forth at length verbatim. This Note may not be changed or terminated orally. COMMUNITY MEDICAL TRANSPORT, INC. By______________________________________ TERM PROMISSORY NOTE New York, New York $300,000 December 18, 1996 FOR VALUE RECEIVED, COMMUNITY MEDICAL TRANSPORT, INC., a Delaware corporation authorized to do business in New York, having an office for the transaction of business at 00 Xxxxxx Xxxxxx, Yonkers, New York, (hereinafter referred to as the "Company" or the "Borrower") promises to pay to ISRAEL DISCOUNT BANK OF NEW YORK, a New York banking corporation with an office for the transaction of business located at 000 Xxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx (hereinafter referred to as "IDB"), or order, at the Bank's principal office or such other place as may be designated in writing by the holder of this Note, the principal sum of $300,000, with interest thereon at the Prime Rate of IDB ("IDB Prime"), as announced to be in effect from time to time, plus one-half (0.50%) per cent, but in no event to exceed the maximum rate permitted by law, the principal and interest to be paid as follows: Principal may be drawn, at any time prior to December 18, 1997, in amounts not to exceed 75% of the cost, as recorded on the books of the Borrower or Guarantor, as the case may be, of newly-acquired vehicles (whether through direct purchase or as part of a corporate acquisition. The procedure for borrowing will be governed by Section 1.7 of the Credit Agreement except that 1) each draw will total not less than $100,000, distributed among the Lenders pro rata, and 2) the written request shall include a statement identifying the precise vehicle(s) for which the draw is requested and the booked cost of such vehicle(s). No more than one draw per vehicle shall be permitted. The principal outstanding as of December 18, 1997 shall be paid in equal quarterly installments commencing on the 31st day of March, 1998, and continuing thereafter until the 18th day of December, 2000, when the entire unpaid balance of said principal and all accrued interest shall be due and payabl...
Security Agreement, etc and waives the right to interpose any setoff or counterclaim or crossclaim in connection with any such litigation, irrespective of the nature of such setoff, counterclaim or crossclaim. This Note is made, executed and delivered pursuant to a certain Credit Agreement of even date between the maker herein and the Lender, and the terms, covenants and conditions thereof are incorporated herein by reference as if set forth at length verbatim. This Note may not be changed or terminated orally. COMMUNITY MEDICAL TRANSPORT, INC.
