Setoff; Security Sample Clauses

Setoff; Security. As security for each Guarantor's obligations hereunder, each Guarantor agrees that any Lender shall have the right, immediately and without further action by it, to set off against the Indebtedness all money owed by any Lender in any capacity to a Guarantor, whether or not due, and such Lender shall be deemed to have made a charge against any such money immediately upon the occurrence of such obligation becoming due even though such charge is made or entered on the books of such Lender subsequent thereto. In addition, the Guarantors have secured their obligations under this Guaranty pursuant to the Security Documents of even date herewith.
Sample 1
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Setoff; Security. As additional security for the payment and performance of all obligations of Borrower under the Loan Documents, Borrower hereby grants Bank a security interest in, a lien on, and an express contractual right to set off against all depository account balances, cash, and any other property of Borrower now or hereafter in the possession of Bank and the right to refuse to allow withdrawals from any account. Without limiting the foregoing, the security interest granted herein and the right of setoff granted to Bank hereunder is intended to cover and include any reserve account(s) that may be required, now or in the future, pursuant to the terms of this Agreement. Bank may, at any time upon the occurrence of any default or Event of Default or Unmatured Event of Default under this Agreement or any other Loan Document, setoff against any amounts outstanding under the Loans whether or not the Loans or any portion thereof is then due or has been accelerated, all without any advance or contemporaneous notice of demand of any kind to Borrower, such notice and demand being expressly waived.
Sample 1
Setoff; Security. (a) In the event that the Indemnifying Party does not pay any amount determined by the final and non-appealable judgment or settlement of a court of competent jurisdiction to be due to the Indemnified Party, the Indemnified Party shall be entitled to set-off any such finally determined amounts against any amounts that the Indemnified Party may owe to the Indemnifying Party. Without limiting the generality of the foregoing, in those instances where GP is the Indemnifying Party, Newco and the Company shall have the right to set-off any amounts owed to it as the Indemnified Party by Newco canceling a portion of the PIK Notes or the Newco Shares held by GP equal to the amounts finally determined to be owed to Newco and the Company as the Indemnified Party. The amount of PIK Notes and Newco Shares to be cancelled by Newco shall be determined with reference to the fair market value of such PIK Notes or Newco Shares (as determined by an independent third party) at the time of such cancellation.
Sample 1
Setoff; Security. (a) Upon the occurrence of an event giving rise to a right of indemnification under Section 10.2(b) or an Event of Repurchase, Buyer is irrevocably authorized to setoff and charge to the accounts of Seller maintained at Xxxxx Fargo (and against any credit balance on the books of Buyer in Seller's favor, whether matured or unmatured) the amount of any and all of the obligations owed by Seller under this Agreement.
Sample 1

Related to Setoff; Security

  • Xxxxx of Security Interest The Trust hereby pledges to and grants the Custodian a security interest in the assets of any Fund to secure the payment of any liabilities of the Fund to the Custodian for money borrowed from the Custodian. This pledge is in addition to any other pledge of collateral by the Trust to the Custodian.

  • Protection of Security Interest With respect to the Collateral Portfolio acquired by the Borrower, the Borrower will (i) acquire such Collateral Portfolio pursuant to and in accordance with the terms of the Contribution Agreement, (ii) at the expense of the Servicer, on behalf of the Borrower take all action necessary to perfect, protect and more fully evidence the Borrower’s ownership of such Collateral Portfolio free and clear of any Lien other than the Lien created hereunder and Permitted Liens, including, without limitation, (a) with respect to the Loan Assets and that portion of the Collateral Portfolio in which a security interest may be perfected by filing, filing and maintaining (at the expense of the Servicer, on behalf of the Borrower) effective financing statements against the Transferor in all necessary or appropriate filing offices, (including any amendments thereto or assignments thereof) and filing continuation statements, amendments or assignments with respect thereto in such filing offices, (including any amendments thereto or assignments thereof) and (b) executing or causing to be executed such other instruments or notices as may be necessary or appropriate, (iii) at the expense of the Servicer, on behalf of the Borrower, take all action necessary to cause a valid, subsisting and enforceable first priority perfected security interest, subject only to Permitted Liens, to exist in favor of the Collateral Agent (for the benefit of the Secured Parties) in the Borrower’s interests in all of the Collateral Portfolio being Pledged hereunder including the filing of a UCC financing statement in the applicable jurisdiction adequately describing the Collateral Portfolio (which may include an “all asset” filing), and naming the Borrower as debtor and the Collateral Agent as the secured party, and filing continuation statements, amendments or assignments with respect thereto in such filing offices (including any amendments thereto or assignments thereof), (iv) permit the Administrative Agent or its agents or representatives to visit the offices of the Borrower during normal office hours and upon reasonable advance notice examine and make copies of all documents, books, records and other information concerning the Collateral Portfolio and discuss matters related thereto with any of the officers or employees of the Borrower having knowledge of such matters, and (v) take all additional action that the Administrative Agent or the Collateral Agent may reasonably request to perfect, protect and more fully evidence the respective first priority perfected security interests of the parties to this Agreement in the Collateral Portfolio, or to enable the Administrative Agent or the Collateral Agent to exercise or enforce any of their respective rights hereunder.

  • Confirmation of Security Borrower hereby confirms and agrees that all of the Collateral Documents that presently secure the Obligations shall continue to secure, in the same manner and to the same extent provided therein, the payment and performance of the Obligations as described in the Original Credit Agreement as modified by this Amendment.

  • Protection of Security Each Grantor shall, at its own cost and expense, take any and all actions necessary to defend title to the Collateral against all persons and to defend the Security Interest of the Collateral Agent in the Collateral and the priority thereof against any Lien not expressly permitted pursuant to Section 6.02 of the Credit Agreement.

  • Perfection of Security The Borrower must (at its own cost) take any action and enter into and deliver any document which is required by the Lender so that a Security Document provides for effective and perfected security in favor of any successor of the Lender, including (but not limited to), promptly after the date hereof:

  • Creation of Security Interest Notwithstanding any other provision set forth in this Agreement, the Note, the Mortgage or any of the other Loan Documents, Lender may at any time create a security interest in all or any portion of its rights under this Agreement, the Note, the Mortgage and any other Loan Document (including the advances owing to it) in favor of any Federal Reserve Bank in accordance with Regulation A of the Board of Governors of the Federal Reserve System.

  • Creation of Security (a) Any Security is created or subsists over the shares in the Ultimate Parent; or

  • Notice of Security Interest Reference is made to the Second Amended and Restated Credit and Security Agreement, dated as of January 24, 2018 (as the same may be further amended, restated, supplemented or otherwise modified from time to time, the “Credit and Security Agreement”), and the Exchange Note Supplement dated as of , 20 (the “ Exchange Note Supplement”), each among ACAR Leasing Ltd., as Borrower, AmeriCredit Financial Services, Inc. (“AmeriCredit”), as Lender and Servicer, and Xxxxx Fargo Bank, National Association, as Administrative Agent and as Collateral Agent. Pursuant to Section 4.3 of the Credit and Security Agreement, notice is hereby given that (i) the Exchange Note issued pursuant to the Credit and Security Agreement and the Exchange Note Supplement on , 20 (the “ Exchange Note”) was [transferred]/[pledged] by as the [initial] Exchange Noteholder of the Exchange Note to the undersigned (the [”Transferee”]/[”Pledgee”]) on , 20 (the “Transfer Date”), and (ii) the security interest in the Collateral allocated to the Designated Pool was assigned by to the [Transferee]/[Pledgee] on the Transfer Date. Capitalized terms used herein that are not otherwise defined shall have the meanings ascribed thereto in the Credit and Security Agreement and the Exchange Note Supplement. Very truly yours, [Name of Transferee] By: Name: APPENDIX A To the Second Amended and Restated Credit and Security Agreement DEFINITIONS

  • Reaffirmation of Security Interest The Borrower hereby reaffirms as of the date hereof each and every security interest and Lien granted in favor of the Security Agent and the Banks under the Loan Documents, and agrees and acknowledges that such security interests and Liens shall continue from and after the date hereof and shall remain in full force and effect from and after the date hereof, in each case after giving effect to the Credit Agreement as amended by this Amendment, and the Obligations secured thereby and thereunder shall include the Borrower’s obligations under the Credit Agreement as amended by this Amendment. Each such reaffirmed security interest and Lien remains and shall continue to remain in full force and effect and is hereby in all respects ratified and confirmed.

  • Preservation of Security 6.1 It is hereby agreed and declared that:

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