Security Interest Perfection Sample Clauses
The Security Interest Perfection clause establishes the requirements and procedures for ensuring that a lender’s security interest in collateral is legally enforceable against third parties. Typically, this involves the borrower taking specific actions such as filing financing statements, registering liens, or delivering possession or control of certain assets to the lender. By detailing these steps, the clause ensures that the lender’s rights to the collateral are protected and prioritized in the event of the borrower’s default or bankruptcy, thereby reducing the lender’s risk of loss.
Security Interest Perfection. In connection with the conveyance contemplated by this Agreement, the Transferor agrees to record and file, at its own expense, a financing statement with respect to the Subsequent Receivables now existing and hereafter created for the sale of chattel paper (as defined in the UCC as in effect in the State of New Jersey) meeting the requirements of applicable state law in such manner as is sufficient to perfect the sale and assignment of such Subsequent Receivables to the Trust, and the proceeds thereof (and any continuation statements as are required by applicable state law), and to deliver a file-stamped copy of each such financing statement (or continuation statement) or other evidence of such filings (which may, for purposes of this Section, consist of telephone confirmation of such filing with the file stamped copy of each such filing to be provided to the Trust Collateral Agent in due course), as soon as is practicable after the Transferor's receipt thereof. In connection with such conveyance, the Transferor further agrees, at its own expense, on or prior to the Subsequent Transfer Date (i) to annotate and indicate in its computer files that the Subsequent Receivables have been transferred to the Trust pursuant to the Sale and Servicing Agreement and this Agreement and (ii) to deliver to the Trust Collateral Agent a computer file printed or microfiche list containing a true and complete list of all such Subsequent Receivables, identified by account number and by the Principal Balance of each Subsequent Receivable as of the Subsequent Cutoff Date.
Security Interest Perfection. (a) This Agreement is effective to create in favor of Lender, a legal, valid and enforceable first-priority security interest (subject only to Permitted Encumbrances) in the Collateral.
(b) In the case of the Pledged Stock that is certificated, when stock certificates representing such Pledged Stock are delivered to Lender; and in the case of the other Collateral described herein (including uncertificated Pledged Stock), when financing statements in appropriate form are filed in the offices specified on Schedule 5.1.7(b), the Lien granted to Lender pursuant to Article IV hereof shall constitute a fully perfected Lien on, and first-priority security interest (subject only to Permitted Encumbrances) in, all right title and interest of Borrower in the Collateral in which a security interest can be perfected by the filing of a financing statement in such offices and the proceeds thereof, as security for the Debt.
(i) Except for the security interest created hereby, Borrower is and will at all times be the sole holder of record and the legal and beneficial owner, free and clear of all Liens other than Permitted Encumbrances, of the Pledged Stocks; (ii) all of the Pledged Stocks of Borrower are duly authorized, validly issued, fully paid and non-assessable and the Pledged Stocks constitute or will constitute the percentage of the issued and outstanding Capital Stock of the Pledged Companies of Borrower described on Schedule 5.1.7(c) as supplemented or modified by any Pledged Stocks addendum or amendment of this Agreement; (iv) Borrower has the right and requisite authority to pledge the Pledged Stocks pledged by Borrower as provided herein; and (v) all actions necessary or desirable to perfect and establish the first priority (subject only to Permitted Encumbrances) of Lender’s Liens in the Pledged Stocks, and the proceeds thereof, will have been duly taken, upon (A) the execution and delivery of this Agreement; (B) Borrower having delivered to Lender all certificates representing the Pledged Stocks owned by Borrower to the extent such Pledged Stocks are represented by certificates, and undated powers (or other documents of transfer acceptable to Lender) endorsed in blank with respect to such certificates; and (C) with respect to any Pledged Stock that consists of an uncertificated security or a security in book entry form, the Pledged Stocks having been registered or entered, as the case may be, in the name of Lender, or otherwise perfected in favor of Lender i...
Security Interest Perfection. Upon the execution and delivery of this Agreement and the filing of all related UCC-1 financing statements (and subject only to the further assurance obligations described in Section 6.13 of the Credit Agreement), the Administrative Agent’s security interest in such Collateral of such Debtor conferred hereby will be a valid, perfected, first priority security interest, subject to certain Permitted Liens, to the extent such security interest can be perfected by the filing of a financing statement. No effective UCC financing statement covering all or any part of such Collateral is on file in any recording office except such as may have been filed (i) in favor of the Administrative Agent relating to this Agreement, (ii) in respect of any Permitted Lien, (iii) as a precautionary filing relating to leases permitted under the Credit Agreement or (iv) without authorization by such Debtor.
Security Interest Perfection. Debtor has taken all actions necessary or desirable to establish Secured Party’s “control” (pursuant to and within the meaning of Section 9-104(a)(2) of the Code) over the Deposit Account. Upon the execution and delivery of this Agreement and the Deposit Account Control Agreement, Secured Party’s security interest in the Collateral conferred hereby will be a valid, perfected, first priority security interest.
Security Interest Perfection. This Agreement creates in favor of Lender a legal, valid, continuing and enforceable security interest in the Collateral, the enforceability of which is subject to applicable bankruptcy, insolvency, reorganization, moratorium or other laws affecting creditors’ rights generally and subject to general principles of equity, regardless of whether considered in a proceeding in equity or at law. All applicable financing statements, releases and other similar filings are in appropriate form and have been or will be filed in the offices specified in Schedule 8(n) attached hereto. Upon such filings and/or the obtaining of “control” (as defined in the UCC), Lender will have a perfected Lien on, and security interest in, to and under all right, title and interest of the grantors thereunder in all Collateral that may be perfected by filing, recording or registering a financing statement or analogous document (including without limitation the proceeds of such Collateral subject to the limitations relating to such proceeds in the UCC) or by obtaining control, under the UCC (in effect on the date this representation is made) in each case prior and superior in right to any other Person (except for Liens set forth on Schedule 8(h)(iii) that in accordance with applicable law have priority over the Lender’s security interest).
Security Interest Perfection. The Company and the Guarantors shall take all actions necessary to maintain such security interests and to perfect security interests in any Collateral acquired after the Escrow Release Date to the extent and in the manner provided for in the Indenture and the Security Documents and as described in each of the Time of Sale Information and the Offering Circular.
Security Interest Perfection. Such Grantor has and will have at all times full right, power and authority to grant a security interest in its Collateral to Secured Party as provided herein. No effective financing statement or other instrument similar in effect covering all or any part of the Collateral is on file in any recording office except (i) any which have been filed in respect of Liens permitted under Section 7.01 of the Credit Agreement, and (ii) any such financing statements or other instruments for which a termination statement that such Grantor is Table of Contents authorized to file has been delivered to Secured Party. The filing of financing statements contemplated by Section 4.1 with the Secretary of State (or equivalent governmental official) of the State in which such Grantor is organized which sufficiently indicates the Collateral, will perfect, and establish the first priority (subject to Liens permitted under Section 7.01 of the Credit Agreement) of, Secured Party’s security interest hereunder in the Collateral to the extent a security interest in such Collateral may be perfected under the UCC by the filing of a financing statement.
Security Interest Perfection. (a) In order to secure the full and punctual payment and performance of the Obligations, the Debtor hereby grants to the Lender a continuing security interest in and to all right, title and interest of the Debtor in, to or under the property set forth on SCHEDULE 2(A) hereto, including all Proceeds and products thereof (collectively, the "COLLATERAL"). The security interest granted hereby is granted as security only and shall not subject the Lender to, or transfer or in any way affect or modify, any obligation or liability of the Debtor with respect to any of the Collateral or any transaction in connection therewith. Notwithstanding the foregoing, so long as there has not occurred an Event of Default, QC shall have the right to distribute the Security pursuant to the terms of a license agreement between QC and the Debtor, PROVIDED, that such distribution shall only be made on a non-exclusive basis and shall only consist of the object code of the Security.
(b) In order to perfect the Lender's security interest in the Collateral, the Debtor shall sign all financing statements, or other documents reasonably requested by the Lender for the purpose of perfecting and maintaining the security interest in the Collateral granted pursuant to Section 2(a) above. The Debtor authorizes the Lender to file financing statements describing the Collateral.
Security Interest Perfection. Agent may file or record the Financing Statements, the Intellectual Property Security Agreements and all other documents required to perfect the first priority security interest in favor of Agent and the Banks in all assets of Borrower created by the Security Agreement and the Intellectual Property Security Agreements, and Borrower shall, and shall require its Subsidiaries and any other necessary parties to, executed all other documents required to perfect a first priority security interest in favor of Agent and the Banks in all assets of Borrower; such documents may include, without limitation, security agreements and UCC financing statements.
Security Interest Perfection. In connection with the conveyance contemplated by this Agreement, the Seller agrees to record and file, at its own expense, a financing statement with respect to the related Subsequent Receivables now existing and hereafter created for the sale of chattel paper (as defined in Section 9105 of the UCC as in