Security Agreements Clause Samples
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Security Agreements. On the Closing Date, (a) each U.S. Credit Party shall have duly authorized, executed and delivered the U.S. Security Agreement, (b) each Canadian Credit Party shall have duly authorized, executed and delivered the Canadian Security Agreement described in clause (i) of the definition thereof and (c) each Dutch Credit Party shall have duly authorized, executed and delivered the Dutch Security Agreements (other than the deeds of pledge over shares listed in clauses (i), (ii) and (iii) under the definition of the term “Dutch Security Agreements” (collectively, the “Dutch Pledges Over Shares”), which shall be authorized, executed and delivered in accordance with Section 8.11(c)), covering all of such Credit Party’s present and future Collateral required by the Collateral and Guarantee Requirement, and the applicable Credit Parties shall have delivered:
(i) in respect of each Credit Party, proper financing statements (Form UCC-1 or the equivalent) authorized for filing under the UCC, PPSA and RDPRM, and documentation required to register the Dutch Security Agreement described in clause (iv) of the definition thereof with the tax authorities in the Netherlands, filings with the United States Patent and Trademark Office, the United States Copyright Office, the Canadian Intellectual Property Office, any documents required for registration of the security interests in intellectual property granted by the relevant Dutch Security Agreement with any appropriate intellectual property registers in the Netherlands and consent letters with respect to each relevant bank in respect of any security interests in bank account receivables granted by any Dutch Security Agreement, in each case, as may be reasonably necessary to perfect the security interests to the extent required by the Collateral and Guarantee Requirement;
(ii) an executed Perfection Certificate; and
(iii) (a) certificates, if any (which certificates shall be accompanied by irrevocable undated stock powers or stock transfer forms, duly endorsed in blank), representing all Equity Interests (other than (x) the certificate representing Equity Interests of SunOpta Global Organic Ingredients, Inc. (and the accompanying irrevocable undated stock power or stock transfer form), which shall be delivered in accordance with Section 8.11(e), and (y) Excluded Assets), and (b) any promissory notes or other instruments (duly endorsed, where appropriate) evidencing any Indebtedness for borrowed money (other than intercompany In...
Security Agreements. Duly executed originals of the Security Agreements, dated the Closing Date, and all instruments, documents and agreements executed pursuant thereto.
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. On the Closing Date, each Credit Party shall have executed and delivered the Security Agreement substantially in the form of Exhibit G (as may be amended, amended and restated, modified, supplemented, extended or renewed from time to time, the “Security Agreement”) covering all of such Credit Party’s present and future Collateral referred to therein, and shall have delivered (or caused to be delivered) to the Collateral Agent:
(i) proper financing statements (Form UCC-1 or the equivalent) authorized for filing under the UCC or other appropriate filing offices of each jurisdiction as may be necessary to perfect the security interests purported to be created by the Security Agreement;
(ii) all of the Pledged Collateral, if any, referred to in the Security Agreement and then owned by such Credit Party together with executed and undated endorsements for transfer in the case of Pledged Collateral constituting certificated securities, along with evidence that all other actions necessary to perfect (to the extent required by the Security Agreement) the security interests in Pledged Collateral purported to be created by the Security Agreement have been taken; provided, that the requirements of this clause (ii) shall not apply to any certificated securities that were previously delivered to JPMorgan Chase Bank, N.A. in its capacity as collateral agent under the Existing Term Loan Credit Agreement;
(iii) certified copies of a recent date of requests for information or copies (Form UCC-1), or equivalent reports as of a recent date, listing all effective financing statements that name the Borrower or any other Credit Party 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 the Borrower or any other Credit Party as debtor (none of which shall cover any of the Collateral except to the extent evidencing Permitted Liens); and
(iv) an executed Perfection Certificate.
Security Agreements. The Borrower shall have delivered to the Administrative Agent and each Lender copies of each of the following:
(a) a pledge and security agreement (as amended from time to time, the "Borrower Security Agreement"), in substantially the form of Exhibit E-1, duly executed by the Borrower, that, among other things, grants to the Collateral Agent for the benefit of the Secured Parties a Lien on such assets of the Borrower (including without limitation all issued and outstanding Stock of each License Subsidiary and each Operating Subsidiary owned by the Borrower) as the Lenders may request;
(b) a pledge agreement (as amended from time to time, the "Parent Pledge Agreement"), in substantially the form of Exhibit E-2, duly executed by the Parent, that, among other things, pledges to the Collateral Agent for the benefit of the Secured Parties all issued and outstanding Stock of the Borrower;
(c) a pledge agreement (as amended from time to time, a "C-Block Subsidiary Pledge Agreement"), in substantially the form of Exhibit E-3, duly executed by the C-Block Subsidiary Parent, that, among other things, pledges to the Collateral Agent for the benefit of the Secured Parties all issued and outstanding Stock of each C-Block Subsidiary;
(d) a pledge agreement (as amended from time to time, a "D-, E- and F-Block Subsidiary Pledge Agreement"), in substantially the form of Exhibit E-4, duly executed by the D-, E- and F-Block Subsidiary Parent, that, among other things, pledges to the Collateral Agent for the benefit of the Secured Parties all issued and outstanding Stock of each D-, E- and F-Block Subsidiary;
(e) pledge and security agreements (together with each other pledge and security agreement delivered pursuant to Section 6.16(b), in each case as amended from time to time, a "Subsidiary Security Agreement"), substantially in the form of Exhibit E-5 hereto, duly executed by the Guarantors (other than the Parent, the C-Block Subsidiary Parent, the D-, E- and F-Block Subsidiary Parent and OC), each of which, among other things, grants to the Collateral Agent for the benefit of the Secured Parties a Lien on such assets of such Guarantor (including, in the case of any Operating Subsidiary, all issued and outstanding Stock of each of its Subsidiaries that is a License Subsidiary or an Operating Subsidiary) as the Lenders may request; and in each case together with:
(i) if applicable, certificates representing the shares or units of Stock pledged under such Security Agreement,...
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. The Security Agreements, each duly executed and delivered by the parties thereto in favor of the Administrative Agent for the benefit of the Secured Parties;
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
Security Agreements. Owner Trustee will enter into an agreement to provide for the securing thereunder of the New Debt in like manner as the Equipment Notes and will enter into such amendments and supplements to the Trust Indenture (or such new indenture or other security agreement) and the other Operative Agreements as may be necessary to effect such refunding.