Security Interest and Priority Sample Clauses

Security Interest and Priority. Lender fails to have an enforceable first lien security interest under the Collateral Assignment of Contract Rights and Proceeds given as security for this Agreement.
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Security Interest and Priority. Upon (a) in the case of Security Interests that may be perfected by filing of a financing statement under the UCC, the filing of a financing statement under the UCC naming Grantor as “debtor”, naming Secured Party as “secured party” and describing the Collateral, in the filing office of the Secretary of State of the State of Delaware, (b) in the case of any Intellectual Property Collateral, in addition to the filing of such UCC financing statement, the recordation of a grant with the U.S. Patent and Trademark Office or the U.S. Copyright Office, as applicable, and (c) in the case of the Blocked Accounts, the entry into the Blocked Account Control Agreements, this Security Agreement shall create a valid and perfected first-priority Security Interest (subject to Permitted Liens) in favor of the Secured Party in the Collateral.
Sample 1
Security Interest and Priority. Upon the filing of a financing statement under the UCC and the entry into the Account Control Agreement, this Pledge Agreement shall create a valid and perfected first-priority security interest in favor of the Collateral Agent, for the ratable benefit of the Secured Parties, in the Collateral.
Sample 1
Security Interest and Priority. ​ Borrower confirms and agrees that it has previously granted a first priority security interest to Lender in all of Borrower's assets and collateral in connection with the Original Security Agreements, and the Loan Amount and any interest accrued thereon is secured by all of the assets and collateral of Borrower on a first-priority basis as further described in the Amended Security Agreements, and as evidenced by a UCC-1 Financing Statement previously filed with the applicable govemmental authorities. ​
Sample 1
Security Interest and Priority. ​ FreshRealm confirms and agrees that it has previously granted a first priority security interest to Calavo in all of FreshRealm's assets and collateral in connection with the Original Amended Security Agreements, and the amounts due under the Senior Amended Note. The Second Note Amount due to Calavo by FreshRealm hereunder, any interest accrued thereon, and all obligations of FreshRealm to Calavo hereunder is secured by all of the assets and collateral ofFreshRealm on a first-priority basis (except as otherwise subordinated to the Senior Amended Note) pursuant to and as further described in the Amended Security Agreements, and as evidenced by a UCC-1 Financing Statement previously filed with the applicable governmental authorities. This Second Note does not extinguish or modify Calavo's security interest in the assets and collateral of FreshRealm in connection with and under Original Amended Security Agreements, which shall continue in full force and effect, except as specifically amended and restated in the Amended Security Agreements.
Sample 1
Security Interest and Priority. This Pledge Agreement creates a ------------------------------ valid security interest, in favor of Lender, in the Pledged Collateral. The taking possession by Lender of the certificates representing the Pledged Shares and all other certificates and instruments constituting Pledged Collateral will perfect and establish the first priority of Lender's security interest in the Pledged Shares and, when properly perfected by filing or registration, in all other Pledged Collateral represented by such Pledged Shares and instruments securing Pledgor's Obligations. Except as set forth in this subsection 4(d), no action is necessary to perfect or otherwise protect such security interest.
Sample 1

Related to Security Interest and Priority

  • Security Interest and Collateral In order to secure the payment and performance of the Secured Obligations, the Debtor hereby grants to the Secured Party a security interest (herein called the “Security Interest”) in and to the following property (hereinafter collectively referred to as the “Collateral”): SEE EXHIBIT A ATTACHED HERETO AND INCORPORATED HEREIN BY THIS REFERENCE.

  • Security Interest/Priority This Security Agreement creates a valid security interest in favor of the Agent, for the benefit of the Lenders, in the Collateral of such Obligor and, when properly perfected by filing, shall constitute a valid perfected security interest in such Collateral, to the extent such security can be perfected by filing under the UCC, free and clear of all Liens except for Permitted Liens.

  • Security Interest and Guarantee The Holder has been granted a security interest (i) in certain assets of the Borrower and its Subsidiaries as more fully described in the Master Security Agreement dated as of the date hereof and (ii) pursuant to the Stock Pledge Agreement dated as of the date hereof. The obligations of the Borrower under this Note are guaranteed by certain Subsidiaries of the Borrower pursuant to the Subsidiary Guaranty dated as of the date hereof.

  • Perfection and Priority The security interest granted pursuant to this Agreement constitutes a valid and continuing perfected security interest in favor of the Collateral Agent for the benefit of the Secured Parties in all Collateral subject, for the following Collateral, to the occurrence of the following: (i) in the case of all Collateral in which a security interest may be perfected by filing a financing statement under the UCC, the completion of the filings specified on Schedule 2 (which, in the case of all filings referred to on such schedule, have been duly authorized by each Grantor and delivered to the Collateral Agent in completed form), (ii) with respect to any deposit account, the execution of a Control Agreement, (iii) in the case of all Copyrights, Trademarks and Patents for which UCC filings are insufficient, all appropriate filings having been made with the Applicable IP Office, (iv) in the case of letter-of-credit rights that are not supporting obligations of Collateral, the execution of a Contractual Obligation granting control to the Collateral Agent over such letter-of-credit rights, and (v) in the case of electronic chattel paper, the completion of all steps necessary to grant control to the Collateral Agent over such electronic chattel paper. Such security interest shall be prior to all other Liens on the Collateral except for Customary Permitted Liens having priority over the Collateral Agent’s Lien by operation of law or permitted pursuant to clause (c), (e) or (j) of the definition of “Customary Permitted Liens” in the Credit Agreement or subsection 8.2(c), 8.2(d), 8.2(e), 8.2(f) or 8.2(h) of the Credit Agreement upon (i) in the case of all Pledged Certificated Stock, Pledged Debt Instruments and Pledged Investment Property, the delivery thereof to the Collateral Agent of such Pledged Certificated Stock, Pledged Debt Instruments and Pledged Investment Property consisting of instruments and certificates, in each case properly endorsed for transfer to the Collateral Agent or in blank, (ii) in the case of all Pledged Investment Property not in certificated form, the execution of a Control Agreement with respect to such investment property, and (iii) in the case of all other instruments and tangible chattel paper that are not Pledged Certificated Stock, Pledged Debt Instruments or Pledged Investment Property, the delivery to the Collateral Agent of such instruments and tangible chattel paper. Except as set forth in this Section 4.2, all actions by each Grantor necessary to perfect the Lien granted hereunder on the Collateral have been duly taken.

  • Security Interests No party to this Escrow Agreement shall grant a security interest in any monies or other property deposited with the Escrow Agent under this Escrow Agreement, or otherwise create a lien, encumbrance or other claim against such monies or borrow against the same.

  • Security Interest This Agreement creates a valid and continuing security interest (as defined in the UCC) in the Receivables in favor of the Issuer, which security interest is prior to all other Liens, and is enforceable as such against creditors of and purchasers from the Seller.

  • Security Interest Absolute All rights of the Secured Party and all Obligations of the Company hereunder, shall be absolute and unconditional, irrespective of: (a) any lack of validity or enforceability of this Agreement, the Notes, the Warrants or any agreement entered into in connection with the foregoing, or any portion hereof or thereof; (b) any change in the time, manner or place of payment or performance of, or in any other term of, all or any of the Obligations, or any other amendment or waiver of or any consent to any departure from the Notes, the Warrants or any other agreement entered into in connection with the foregoing; (c) any exchange, release or nonperfection of any of the Intellectual Property, or any release or amendment or waiver of or consent to departure from any other Intellectual Property for, or any guaranty, or any other security, for all or any of the Obligations; (d) any action by the Secured Party to obtain, adjust, settle and cancel in its sole discretion any insurance claims or matters made or arising in connection with the Intellectual Property; or (e) any other circumstance which might otherwise constitute any legal or equitable defense available to the Company, or a discharge of all or any part of the Security Interest granted hereby. Until the Obligations shall have been paid and performed in full, the rights of the Secured Party shall continue even if the Obligations are barred for any reason, including, without limitation, the running of the statute of limitations or bankruptcy. The Company expressly waives presentment, protest, notice of protest, demand, notice of nonpayment and demand for performance. In the event that at any time any transfer of any Intellectual Property or any payment received by the Secured Party hereunder shall be deemed by final order of a court of competent jurisdiction to have been a voidable preference or fraudulent conveyance under the bankruptcy or insolvency laws of the United States, or shall be deemed to be otherwise due to any party other than the Secured Party, then, in any such event, the Company's obligations hereunder shall survive cancellation of this Agreement, and shall not be discharged or satisfied by any prior payment thereof and/or cancellation of this Agreement, but shall remain a valid and binding obligation enforceable in accordance with the terms and provisions hereof. The Company waives all right to require the Secured Party to proceed against any other person or to apply any Intellectual Property which the Secured Party may hold at any time, or to marshal assets, or to pursue any other remedy. The Company waives any defense arising by reason of the application of the statute of limitations to any obligation secured hereby.

  • Perfected First Priority Liens (a) This Agreement is effective to create, as collateral security for the Obligations of such Grantor, valid and enforceable Liens on such Grantor’s Security Collateral in favor of the Collateral Agent for the benefit of the Secured Parties, except as to enforcement, as may be limited by applicable domestic or foreign bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and other similar laws relating to or affecting creditors’ rights’ generally, general equitable principles (whether considered in a proceeding in equity or at law) and an implied covenant of good faith and fair dealing.

  • Creation, Perfection and Priority of Security Interests The representations and warranties regarding creation, perfection and priority of security interests in the Purchased Property, which are attached to this Agreement as Appendix B, are true and correct to the extent that they are applicable.

  • Title, Perfection and Priority The Grantor has good and valid rights in or the power to transfer the Collateral and title to the Collateral with respect to which it has purported to grant a security interest in, and Lien on, hereunder, free and clear of all Liens except for Liens permitted under Section 4.1(e), and has full power and authority to grant to the Lender the security interest in and Lien on such Collateral pursuant hereto. When financing statements have been filed in the appropriate offices against the Grantor in the locations listed on Exhibit H, the Lender will have a fully perfected first priority security interest in that Collateral in which a security interest may be perfected by filing, subject only to Liens permitted under Section 4.1(e).

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