Security Agreements Clause Samples
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Security Agreements. The Administrative Agent shall have received, with counterparts for each Lender, executed counterparts of the Security Agreements, each dated as of the date hereof, duly executed and delivered by each applicable Obligor thereunder, together with
(a) certificates (in the case of Capital Securities that are certificated securities (as defined in the UCC)) evidencing all of the issued and outstanding Capital Securities owned by each Obligor (i) in the case of the Borrower and the Guarantors, in its U.S. Subsidiaries and 65% of the issued and outstanding Voting Securities of each Foreign Subsidiary (together with all the issued and outstanding non-voting Capital Securities of such Foreign Subsidiary) directly owned by each Obligor, and (ii) in the case of the Rollover Purchasers, in Holdings, which certificates in each case shall be accompanied by undated instruments of transfer duly executed in blank, or, for any Capital Securities that are uncertificated securities (as defined in the UCC), confirmation and evidence reasonably satisfactory to the Administrative Agent that the security interest therein has been transferred to and perfected by the Administrative Agent for the benefit of the Secured Parties in accordance with Articles 8 and 9 of the UCC and all laws otherwise applicable to the perfection of the pledge of such Capital Securities.
(b) Filing Statements suitable in form for naming Acquisition Co., Holdings, Swift Arizona, Swift Nevada, each other Subsidiary Guarantor and the Rollover Purchasers as a debtor and the Administrative Agent as the secured party, or other similar instruments or documents to be filed under the UCC of all jurisdictions as may be necessary or, in the opinion of the Administrative Agent, desirable to perfect the security interests of the Administrative Agent pursuant to such Security Agreement;
(c) UCC Form UCC-3 termination statements, if any, necessary to release all Liens and other rights of any Person (i) in any collateral described in any security agreement previously granted by any Person, and (ii) securing any of the Indebtedness identified in Item 7.2.2(b) of the Disclosure Schedule, together with such other UCC Form UCC-3 termination statements as the Administrative Agent may reasonably request from such Obligors; and
(d) certified copies of UCC Requests for Information or Copies (Form UCC-11), or a similar search report, dated a date reasonably near to the Closing Date, listing all effective financing statements whi...
Security Agreements. (a) Each of the Company and its Domestic Subsidiaries shall duly execute and deliver to the Agent one or more security agreements, substantially in the form of Exhibit 4.3(a) hereto (each, as amended, supplemented or modified from time to time in accordance with its terms, a "Security Agreement", and, together with the Pledge Agreements, Mortgages, Leasehold Mortgages, the Trademark, Patent and Copyright Security Agreements, each Assignment of Life Insurance, each Assignment of Business Interruption Insurance, the Cash Collateral Agreement, the Collecting Bank Agreements, and any other agreement, now existing or hereafter created providing collateral security for the payment or performance of any Lender Debt (including any such documents executed and delivered pursuant to Section 8.25 hereof), in each case, as amended, modified or supplemented from time to time, collectively referred to as the "Security Documents"), and to the extent requested in writing by the Agent on or prior to the Closing Date (except as provided in Section 8.19(a) hereof), all consents of third parties necessary to permit the effective granting of the Liens created in such security agreements (including, without limitation, a landlord's waiver and certificate (each a "Landlord's Certificate") in respect of each property subject to a Lease), in each case, in form and substance satisfactory to the Agent, together with:
(A) evidence of the completion of all recordings and filings of or with respect to the Security Documents that the Agent may deem necessary or desirable in order to perfect and protect the Liens created thereby,
(B) evidence of the insurance required by the terms of any Security Document or this Agreement,
(C) to the extent requested in writing by the Agent on or prior to the Closing Date, copies of each assigned agreement referred to in any Security Document, together with a consent to such assignment in form and substance reasonably satisfactory to the Agent, duly executed by each party to such assigned agreements other than the Company, and
(D) evidence that all other action that the Agent may deem necessary or desirable in order to perfect and protect the Liens created by the Security Documents (and the priority of such Liens required hereunder) has been taken.
(b) The Agent shall have received (unless otherwise consented to in writing by the Agent):
(A) acknowledgment copies or stamped receipt copies of proper financing statements, duly filed on or before the day of...
Security Agreements. Signed original security agreements, assignments, financing statements and fixture filings (together with collateral in which the Bank requires a possessory security interest), which the Bank requires.
Security Agreements. Signed original security agreements covering the personal property collateral which the Bank requires.
Security Agreements. Each Borrower Security Agreement, duly executed and delivered by the parties thereto in favor of the Administrative Agent for the benefit of the Secured Parties;
Security Agreements. On the Closing Date, (x) Holdings and the Borrower shall have duly authorized, executed and delivered the Security Agreement substantially in the form of Exhibit E (as amended, modified, restated and/or supplemented from time to time, the “Security Agreement”) covering all of Holdings’ and the Borrower’s present and future Collateral referred to therein (including, as applicable, by reference to the Perfection Certificate) (the “Security Agreement Collateral”) and (y) Borrower and Holdings shall have duly authorized, executed and delivered the Perfection Certificate and shall have delivered the following:
(i) proper financing statements (Form UCC-1 or the equivalent) authorized for filing under the UCC or other appropriate filing offices of each jurisdiction and, in the case of the Borrower, filings with the United States Patent and Trademark Office and United States Copyright Office, in each case, as may be reasonably necessary or desirable to perfect the security interests purported to be created by the Security Agreement and as set forth on Schedule 6 to the Perfection Certificate;
(ii) all stock certificates or Instruments (as defined in the Security Agreement), if any, representing or evidencing the Security Agreement Collateral (to the extent required by the Security Agreement) accompanied by instruments of transfer and stock powers undated and endorsed in blank; and
(iii) certified copies, each of a recent date, of (x) requests for information or copies (Form UCC-1), or equivalent reports as of a recent date, listing all effective financing statements that name Holdings or the Borrower as debtor and that are filed in the jurisdictions referred to in clause (i) above, together with copies of such other financing statements that name Holdings or the Borrower as debtor (none of which shall cover any of the Collateral except to the extent evidencing Permitted Liens or to the extent such financing statements will be terminated as contemplated by Section 6.05), (y) United States Patent and Trademark Office and United States Copyright Office searches reasonably requested by the Administrative Agent and (z) reports as of a recent date listing all effective tax and judgment liens with respect to Holdings or the Borrower in each jurisdiction as the Administrative Agent may reasonably require.
Security Agreements. At the Initial Closing (which period may be extended in the reasonable discretion of the Collateral Agent (as defined in the Notes)), the Company or relevant Subsidiary of the Company shall deliver to the Collateral Agent (i) a perfection certificate, in the form attached hereto as Exhibit C, which describes in detail reasonably acceptable to the Collateral Agent the Collateral (as defined below) to be delivered (a “Perfection Certificate”), (ii) a U.S. Security Agreement, to be dated the Initial Closing Date, among the grantors named therein and the secured party named therein (the “Main Security Agreement”), (iii) a U.S. Intellectual Property Security Agreement, to be dated the Initial Closing Date, among the grantor(s) named therein and the security party named therein (the “IP Security Agreement”) and (iv) UCC financing statements (“UCC Financing Statements”), each of (i) through (iv), in form and substance satisfactory to the Collateral Agent, which create a first lien security interest in all assets of the Company including, but not limited to, its intellectual property (subject to prior Liens and other customary exclusions, in each case acceptable to the Collateral Agent in its sole discretion) (the “Collateral”) and shall perfect a first lien security interest in all such assets of the Company other than the Company’s non-U.S. assets and its bank accounts. As soon as reasonably practicable, but in any event before thirty (30) days after the Initial Closing (which period may be extended in the reasonable discretion of the Collateral Agent (as defined in the Notes)), the Company or relevant Subsidiary of the Company shall deliver to the Collateral Agent (a) such additional security documents, including deposit account control agreements, in form and substance reasonably acceptable to the Collateral Agent, which perfect a first lien security interest in all remaining assets of the Company (subject to prior Liens and other customary exclusions, in each case acceptable to the Collateral Agent in its sole discretion) (the “Ancillary Security Documents” and together with the Perfection Certificate, Main Security Agreement, the IP Security Agreement and UCC Financing Statements, the “Security Agreements”) and (b) with respect to such Ancillary Security Documents delivered, customary legal opinions relating to such Ancillary Security Documents, in form and substance reasonably acceptable to the Collateral Agent.
Security Agreements. Duly executed originals of the Security Agreements, dated the Closing Date, and all instruments, documents and agreements executed pursuant thereto.
Security Agreements. The several Security Agreements, dated or to be dated ------------------- on or prior to the Closing Date, between the Borrower and the Guarantors and the Agent, and in form and substance satisfactory to the Banks and the Agent.
Security Agreements. Any Security Agreements or any material provision thereof shall cease to be in full force or effect (other than pursuant to the terms hereof or thereof or as a result of acts or omissions of the Administrative Agent or any Lender) or any grantor thereunder or any Credit Party shall deny or disaffirm in writing any grantor’s obligations under any Security Agreement; or