Security Interest and Setoff Sample Clauses

Security Interest and Setoff. Merchant grants Processor and Bank a first priority security interest in and lien upon the Account, the Reserve Account, the proceeds of all transactions submitted, and all other depository accounts Merchant has with any financial institution (collectively “Secured Assets”). Merchant will execute all documents requested by Processor or Bank, in a form acceptable to Processor and Bank, in order to perfect such security interest and will pay all costs and expenses associated with filing such documents in those offices deemed necessary or desirable by Processor or Bank. Processor and Bank are authorized to file financing statements and other documents reflecting this security interest and Merchant irrevocably appoints Processor and Bank as its attorney-in-fact to execute any documents such parties deem desirable to perfect their security interests. Merchant shall not grant any security interest or lien in or upon the Secured Assets to any third party without Processor’s prior written consent. Merchant Agrees that Processor and Bank each have a right of set off, and may apply any of Merchant’s balances, amounts due to Merchant from Bank or Processor, or other assets in Bank’s or Processor’s possession, control, or to which they may have access (including without limitation the proceeds of Merchant’s transactions, amounts in the Account, and amounts in any Reserve Account) towards the payment of amounts due from Merchant to Bank or Processor under this Agreement or any other agreement. If required by Processor or Bank, Merchant agrees to execute a control agreement providing Bank and/or Processor control over the Account.
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Security Interest and Setoff. In addition to the other remedies provided in this Agreement, but subject to any limitations imposed by applicable federal or state law, to secure the Debt, you hereby grant us a security interest in and a right of setoff against all monies, accounts, including deposit accounts, securities, and other property of yours now or hereafter in possession of or on deposit with us, whether held in general or special account or deposit or for safekeeping or otherwise. Every such security interest and right of setoff may be exercised without demand upon or notice to you. No security interest or right of setoff shall be deemed to have been waived by any act or conduct on our part, or any failure to enforce such security interest or to exercise such right of setoff, or by any delay in doing so. Every security interest and right of setoff shall continue in full force and effect until such security interest or right of setoff is specifically waived or released by an instrument in writing executed by us. If you have other loans from us, or if you take out other loans with us in the future, collateral securing those loans will also secure your obligations under this Agreement, unless we otherwise agree in writing. However, unless you expressly agree otherwise, your household goods and dwelling will not secure your obligations under this Agreement even if we have or later acquire a security interest in the household goods or a mortgage on the dwelling.
Sample 1
Security Interest and Setoff. To secure the Balance, you hereby grant us a security interest in and a right of setoff against all amounts and property of yours now or hereafter in possession of or on deposit with us, whether held in general or special account or deposit or for safekeeping or otherwise. The forgoing is subject to any limitations imposed by applicable federal or state law and in addition to other remedies available to us. Every such security interest and right of setoff may be exercised without demand upon or notice to you. No security interest or right of setoff will be deemed to have been waived by any act or conduct on our part, or any failure to enforce such security interest or to exercise such right of setoff, or by any delay in doing so. Every security interest and right of setoff will continue in full force and effect until such security interest or right of setoff is specifically waived or released by an instrument in writing executed by us. If you have other loans from us, or if you take out other loans with us in the future, collateral securing those loans will also secure your obligations under this Agreement, unless we otherwise agree in writing.
Sample 1
Security Interest and Setoff. Without implying any waiver by Lender of ------------------------------- any rights or remedies (including, without limitation, any right of setoff) to which Lender may be entitled, Guarantor hereby grants to Lender, as security for the liabilities and obligations of Guarantor hereunder, a lien upon, security title to, and a security interest in all of Guarantor's balances, credits, deposits, accounts, instruments, items, moneys, or other property of every kind and description now or hereafter in the possession or control of or otherwise with Lender for any reason, including all dividends and distributions thereon or other rights in connection therewith. Lender may, without demand or notice of any kind, at any time, or from time to time, and without exercising any rights or remedies against Borrower, any other person or the Collateral, when any amount shall be due and payable hereunder by Guarantor, exercise any remedy available under law, including the appropriation and application toward the payment of such amount, and in such order of application as Lender may from time to time elect, any such balances, credits, deposits, accounts, instruments, items, moneys, or other property of Guarantor. The proceeds of any such disposition may be applied to reasonable attorneys' fees and other expenses incurred by Lender. Guarantor hereby designates, appoints, and empowers Lender irrevocably as its attorney-in-fact, at Guarantor's cost and expense, to do in the name of Guarantor any and all actions which Lender may deem necessary or advisable to carry out the terms hereof upon the failure, refusal, or inability of Guarantor to do so and to transfer to Lender's name or any third party's name any property of Guarantor as to which Lender desires to exercise its rights and remedies hereunder. 3.06
Sample 1
Security Interest and Setoff. Borrower grants to Agent a continuing lien, security interest and right of setoff as security for all liabilities and obligations to Agent and Lenders arising under or relating to the Obligations, whether now existing or hereafter arising, upon and against all deposits, credits, collateral and property of Borrower and any other accounts established hereunder for the deposit of cash collateral in order to secure the Obligations, now or hereafter in the possession, custody, safekeeping or control of Agent, or any entity under the control of KeyBank National Association, and their successors and assigns or in transit to any of them. At any time while an Event of Default exists, without demand or notice (any such notice being expressly waived by Borrower), Agent may setoff the same or any part thereof and apply the same to any liability or obligation of Borrower even though unmatured and regardless of the adequacy of any other collateral securing the Obligations. ANY AND ALL RIGHTS TO REQUIRE AGENT TO EXERCISE ITS RIGHTS OR REMEDIES WITH RESPECT TO ANY OTHER COLLATERAL WHICH SECURES THE OBLIGATIONS, PRIOR TO EXERCISING ITS RIGHTS OF SETOFF WITH RESPECT TO SUCH DEPOSITS, CREDITS OR OTHER PROPERTY OF BORROWER ARE HEREBY KNOWINGLY, VOLUNTARILY AND IRREVOCABLY WAIVED.
Sample 1
Security Interest and Setoff. You hereby xxxxx us a security interest in and a right of setoff against all monies, accounts (including deposit accounts), securities, and other property of yours now or hereafter in possession of or on deposit with us, whether held in general or special account or deposit or for safekeeping or otherwise. Each such security interest or right of setoff shall be exercised without demand upon or notice to you. Every security interest and right of setoff shall continue in full force and effect until such security interest or right of setoff is specifically waived or released by an instrument in writing executed by us.
Sample 1
Security Interest and Setoff. You grant us a security interest in your account, including all current and future deposits, for amounts owing to us now and/or in the future under this agreement or under any account service agreement by any owner. If you are a sole proprietor, the security interest set forth hereunder extends to any of your personal or business accounts Green Dot Bank may hold. We may charge or set off funds in your account, which can include for any direct, indirect, and/or acquired obligations that you owe us now and/or in the future, regardless of the source of the funds in your account, to the fullest extent permitted by law.
Sample 1
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Security Interest and Setoff 
Sample 1

Related to Security Interest and Setoff

  • 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 and Right of Set-Off As security for the performance of the respective obligations to which any Partner may be subject under this Agreement, the Partnership shall have (and each Partner hereby grants to the Partnership) a security interest in all funds distributable to said Partner to the extent of the amount of such obligation.

  • 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.

  • 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.

  • Security Interest for “Obligations The term “Obligations” as used in this Annex includes the following additional obligations: With respect to Party A: not applicable. With respect to Party B: not applicable.

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

  • 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, Etc The Borrower shall (and shall cause the Servicer to), at its expense, take all action necessary to establish and maintain a valid and enforceable first priority perfected security interest in the Receivables and that portion of the Collateral in which an ownership or security interest may be created under the UCC and perfected by the filing of a financing statement under the UCC, in each case free and clear of any Adverse Claim, in favor of the Administrative Agent (on behalf of the Secured Parties), including taking such action to perfect, protect or more fully evidence the security interest of the Administrative Agent (on behalf of the Secured Parties) as the Administrative Agent or any Secured Party may reasonably request. In order to evidence the security interests of the Administrative Agent under this Agreement, the Borrower shall, from time to time take such action, or execute (if necessary) and deliver such instruments as may be necessary (including, without limitation, such actions as are reasonably requested by the Administrative Agent) to maintain and perfect, as a first-priority interest, the Administrative Agent’s security interest in the Receivables and that portion of the Related Security and Collections in which a security interest may be perfected by the filing of a financing statement under the UCC. The Borrower shall, from time to time and within the time limits established by law, prepare and present to the Administrative Agent for the Administrative Agent’s authorization and approval, all financing statements, amendments, continuations or initial financing statements in lieu of a continuation statement, or other filings necessary to continue, maintain and perfect the Administrative Agent’s security interest as a first-priority interest. The Administrative Agent’s approval of such filings shall authorize the Borrower to file such financing statements under the UCC without the signature of the Borrower, any Originator or the Administrative Agent where allowed by Applicable Law. Notwithstanding anything else in the Transaction Documents to the contrary, the Borrower shall not have any authority to file a termination, partial termination, release, partial release, or any amendment that deletes the name of a debtor or excludes collateral of any such financing statements filed in connection with the Transaction Documents, without the prior written consent of the Administrative Agent.

  • Security Interest Matters This Receivables Purchase Agreement creates a valid and continuing “security interest” (as defined in the Relevant UCC) in the Receivables in favor of the Depositor, which security interest is prior to all other Liens and is enforceable as such against creditors of and purchasers from the Seller. The Receivables constitute “tangible chattel paper” (as defined in the Relevant UCC). The Seller has caused or will cause prior to the Closing Date the filing of all appropriate financing statements in the proper filing offices in the appropriate jurisdictions under applicable law necessary to perfect the security interest in the Receivables granted to the Depositor under this Receivables Purchase Agreement. Other than the security interest granted to the Depositor under this Receivables Purchase Agreement, the Seller has not pledged, assigned, sold, granted a security interest in or otherwise conveyed any of the Receivables (except for security interests that will be released contemporaneously with the transfer of the Receivables from the Seller to the Purchaser). The Seller has not authorized the filing of, and is not aware of any financing statements against the Seller that include a description of, collateral covering the Receivables other than any financing statement relating to the security interest granted to the Depositor under this Receivables Purchase Agreement or that has been terminated. The motor vehicle retail installment sale contracts that constitute or evidence the Receivables do not have any marks or notations indicating that they have been pledged, assigned or otherwise conveyed to any Person other than the Depositor, the Issuer or the Indenture Trustee. The Seller is not aware of any material judgment or tax lien filings against the Seller.

  • Security Interests Absolute All rights of the Secured Parties and all obligations of the Debtors hereunder, shall be absolute and unconditional, irrespective of: (a) any lack of validity or enforceability of this Agreement, the Debentures 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 Debentures or any other agreement entered into in connection with the foregoing; (c) any exchange, release or nonperfection of any of the Collateral, or any release or amendment or waiver of or consent to departure from any other collateral for, or any guarantee, or any other security, for all or any of the Obligations; (d) any action by the Secured Parties to obtain, adjust, settle and cancel in its sole discretion any insurance claims or matters made or arising in connection with the Collateral; or (e) any other circumstance which might otherwise constitute any legal or equitable defense available to a Debtor, or a discharge of all or any part of the Security Interests granted hereby. Until the Obligations shall have been paid and performed in full, the rights of the Secured Parties shall continue even if the Obligations are barred for any reason, including, without limitation, the running of the statute of limitations or bankruptcy. Each Debtor 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 Collateral or any payment received by the Secured Parties 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 Parties, then, in any such event, each Debtor’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. Each Debtor waives all right to require the Secured Parties to proceed against any other person or entity or to apply any Collateral which the Secured Parties may hold at any time, or to marshal assets, or to pursue any other remedy. Each Debtor waives any defense arising by reason of the application of the statute of limitations to any obligation secured hereby.

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