Security for Payments Sample Clauses

Security for Payments. If a Change in Control is anticipated to occur, the Employer shall forthwith make such arrangements as may, in the view of the Board, be prudent and advisable to assure the ability of the Employer to pay any amounts set forth in Section 3.02, including, without limitation, by arranging for one or more letters of credit, depositing funds in trust or making such other arrangements as then seem appropriate for such purpose.

Security for Payments. To secure Buyer’s obligations hereunder, including but not limited to the obligations to make payments, Purchaser hereby pledges, assigns and grants to Seller, and hereby creates a continuing first priority lien and security interest in favor of Seller in and to all of its right, title and interest in and to the Membership Interests (the “Security Interest”) and authorizes Seller to file a UCC-1 Financing Statement that contains the information required by Article 9 of the Uniform Commercial Code in the applicable jurisdiction to perfect the Security Interest. Upon the receipt by Seller of the Final Payment in accordance with Section 1.3(c), the Security Interest shall automatically be deemed released, and Seller shall promptly take such actions as are necessary to release or cause the release (and hereby authorizes Buyer to so release) such Security Interest, including by filing UCC-3 termination statements. Until the Final Payment is made, Buyer shall not (x) transfer of further encumber the Membership Interests, (y) consent to the merger, conversion or dissolution of the Project Company or (z) amend the operating agreement or articles of organization of the Project Company; provided that Buyer may cause such operating agreement to be amended and restated in substantially the form attached hereto as Exhibit F.

Security for Payments. As security for the payment of the Guaranteed Consulting Fees due to the Consultants under this Agreement, and for the payments due under the Trademark License Agreement, the Companies shall provide the following for the benefit of the Consultants: (a) Concurrent with the execution of this Agreement, the Companies shall obtain and deliver to the Consultants a letter of credit (the “Letter of Credit”) from National Australia Bank Ltd. (the “Bank”) in favor of the Consultants in an amount equal to US$1,000,000 on the terms and substantially in the form of Exhibit B attached hereto. The Companies shall use commercially reasonable efforts to renew the Letter of Credit on each anniversary of this Agreement until all payments due hereunder have been paid to the Consultants. (b) GJCH and GJCI hereby grant to GJGC and GJGCFC a security interest in the Acquired Assets, which security interest shall be subject and subordinate only to the lien of the Bank in the Acquired Assets. Concurrent with the execution of this Agreement, GJCH and GJCI shall execute and deliver to GJGC and GJGCFC a Security Agreement and a Form UCC-1 in the form of Exhibit C attached hereto for filing with the California Secretary of State to evidence such security interest granted hereby. (c) GJCH and GJCI hereby grant to the GJGC and GJGCFC Registered Fixed and Floating Charges over the Acquired Assets, which security interest shall be subject and subordinate only to the lien of the Bank in the Acquired Assets, and agree to provide undertakings supported by a Guarantee and Indemnity of the Companies in an amount equal to the Guaranteed Consulting Fees due under this Agreement.

Security for Payments. The Corporation's obligations under Section 5 and Section 6 shall be secured by the establishment of a trust for the benefit of the Executive (the "Trust") with Mellon Bank, N.A., as trustee (the "Trustee") in accordance with an agreement of trust between the Corporation and the Trustee in the form attached hereto as Exhibit A (the "Trust Agreement"). Upon the establishment of the Trust, which shall occur on the Effective Date contemporaneously with the execution of this Agreement, the Corporation shall deposit by wire transfer to an account with the Trustee an amount equal to the sum of (1) the assets in the Trust Under Copperweld Corporation Supplemental Pension Plan, established under an agreement dated November 10, 1999 between Copperweld and Mellon Bank, N.A., as Trustee, (2) the assets in the Trust Under Copperweld Corporation for Employment Agreement with John ▇. ▇▇▇▇▇▇, ▇▇tablished under an agreement dated November 10, 1999 between Copperweld and Mellon Bank, N.A., as Trustee, and (3) the assets attributable to the Deferral Account held in the Trust Agreement dated December 16, 1994 between LTV and Mellon Bank, as Trustee, such amount to be held by the Trustee in accordance with the Trust Agreement and this Agreement. The Corporate Representative (as defined below) shall direct the Trustee to pay the Retention Payment to the Executive as provided in Section 5(a), subject to the provisions of Section 7(b) below, and to pay the Supplemental Pension Payment as provided in Section 6(a) to the Executive, subject to the provisions of Section 7(b) below. The Corporation hereby appoints the Chairman of the Compensation and Organization Committee of LTV to act as the representative of the Corporation (the "Corporate Representative") for the purpose of sending and receiving notices on behalf of the Corporation under the Trust and providing directions to the Trustee, including, without limitation, directions to pay the amounts required to be distributed to the Executive under the Trust or this Agreement. In the event of the resignation, removal, death or incapacity of the Corporate Representative, the Corporation shall, with the approval of the Executive, appoint a successor to the Corporate Representative, which approval shall not be unreasonably withheld. If the Executive or his beneficiary, estate or personal representative of the Executive is entitled to accelerated payments as provided in Section 5(b) and Section 6(c) above, then the Corporate Representa...

Security for Payments. 3.1 The promise to pay by GRIS▇▇▇▇ ▇▇▇/or SH pursuant to this Agreement is secured by the granting to TCC of a first priority security interest, which secures the obligations herein, in all the Stock in SH acquired by GRIS▇▇▇▇ ▇▇▇ in all the assets of SH, specifically including, but not limited to, the "Sustainable Harvest" trademark, all SH trade relationships, and all the certain tangible and intangible personal property which is located at 1480 - ▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇rein SH's business (the "Business") is being transacted. Public notice of said security interest rights are intended to be given by the filing of a Financing Statement (form UCC-1) with the California Secretary of State in Sacramento, California which shall be executed and delivered to TCC on demand if not concurrently with this Agreement. For this purpose GRIS▇▇▇▇ ▇▇▇nts to TCC a pledge of the Stock. 3.2 If GRIS▇▇▇▇ ▇▇▇/or SH sells, transfers and/or conveys in any manner whatsoever all, or substantially all, of the security for this Agreement, all accrued interest and all principal must be paid in full concurrently with consummation of such transaction, unless TCC consents in writing to such transaction prior to its consummation and permits the assumption of some or all of the obligations hereunder. Such consent may be not be unreasonably withheld.

Security for Payments. Each Individual Employer delinquent one (1) or more months in making the payments set forth in Section 12.00.00 shall be notified by mail by the Fund Manager of the Trust or Trusts applicable of such delinquency. Copies of such notices shall be sent to the Employer and to the Union. 12.14.01 Each such delinquent Individual Employer shall within five (5) days of the receipt of such notice (Certified Mail) pay the delinquent amount in full or make other suitable arrangements acceptable to the Delinquency Committee of the Pension Trust Fund for payment. Such amounts owing are to be determined by the Fund Manager of the various Funds. The Committee shall notify the Employer of any such arrangements which may be made.

Security for Payments. As security for the payment of the Guaranteed Consulting Fees due to the Consultants under this Agreement, and for the payments due under the Trademark License Agreement and the Roasting License Agreement (together with this Agreement, the "Post-Closing Payment Agreements"), the Companies shall provide the following for the benefit of the Consultants: (i) Concurrent with the execution of this Agreement, the Companies shall obtain and deliver to the Consultants two irrevocable documentary letters of credit (each, a "Letter of Credit") from National Australia Bank Ltd. (the "Bank") in favor of the Consultants, each in the amount of US$500,000 and expiring no earlier than August 30, 2005 and February 28, 2006, respectively, and otherwise on the terms and substantially in the form of Exhibit B attached hereto. Notwithstanding the fact that, pursuant to Exhibit A attached hereto, the Guaranteed Consulting Fees due to the Consultants under this Agreement are due on January 31 of each year hereafter (with January 31, 2011 being the date of the last payment), the parties acknowledge that it is the intent of the parties that the Consultants will receive US$500,000 of the amount due approximately six (6) months prior to the date it is due under this Agreement via a documentary letter of credit issued by the Bank. Furthermore, notwithstanding the fact that the payment of the Guaranteed Consulting Fees is currently contemplated to be made to the Consultants using the Letter of Credit mechanism, the Companies' obligation to pay a total of US$120,000 on January 31 each year (until January 31, 2011) is an absolute obligation, regardless of whether there are Letters of Credit in place to make such payments. (ii) The Companies shall use commercially reasonable efforts to renew each Letter of Credit as soon as practicable after it is fully drawn upon to effect the intent of the parties as described above until such time as all amounts due pursuant to the Post-Closing Payment Agreements have been paid in full. (b) GJCH and GJCI hereby grant to GJGC and GJGCFC a security interest in the Acquired Assets, which security interest shall be subject and subordinate only to the lien of the Bank in the Acquired Assets. Concurrent with the execution of this Agreement, GJCH, GJCI and Jireh shall execute and deliver to GJGC and GJGCFC: (i) a Deed of Charge in the form of Exhibit C attached hereto to evidence the security interest granted thereby; and (ii) a Guarantee and Indemnity Deed ...

Security for Payments. To secure payment of all of Buyer’s payment and performance obligations to Seller arising under this Agreement, Buyer grants Seller a purchase money security interest in all Products provided by Seller hereunder or under any Quote and the proceeds thereof. Buyer shall cooperate with Seller in preserving and perfecting Seller’s security interest in the Products and Buyer shall promptly execute and deliver to Seller such agreements, documents and instruments as Seller may require to perfect and maintain the validity, effectiveness and priority of the security interest created or intended to be created by this Agreement. Buyer authorizes Seller to file one or more financing or continuation statements and amendments thereto, relating to all or any part of the Products coveredhereby.

Security for Payments. The Note shall be secured by a pledge of Orange 21 held of record or beneficially by No Fear, pursuant to a stock pledge agreement in substantially the form attached hereto as Exhibit B, and all certificates of ownership of any such stock under the Security Agreement shall be delivered to the Orange 21 Parties by the No Fear Parties along with the executed version of this Agreement, the Promissory Note and the stock pledge agreement. The pledged stock shall be valued at $0.80 per share for collateral purposes, regardless of any then prevailing market price for the common stock of Orange 21.