The Liens Sample Clauses

The Liens. The Company and the Guarantors shall cooperate with the Initial Purchasers and use their respective best efforts to cause the Securities to be secured by perfected first priority liens on the Collateral to the extent and in the manner provided for in the Indenture and the Security Documents and as described in the Pricing Disclosure Package, in each case subject to no Liens except Permitted Collateral Liens.
Sample 1Sample 2Sample 3
The Liens. The Company and the Guarantors shall cause the Senior Priority Securities to be secured by perfected first priority liens on the Fixed Asset Priority Collateral and perfected second priority liens on the ABL Priority Collateral (it being understood that the ABL Facility shall be secured by perfected first priority liens on the ABL Priority Collateral and second priority liens on the Fixed Asset Priority Collateral), in each case excluding the Excluded Property, to the extent and in the manner provided for in the Senior Priority Indenture, the ABL Intercreditor Agreement and the Senior Priority Security Documents and as described in the Pricing Disclosure Package and Offering Memorandum, in each case subject to no Liens except Permitted Liens. The Company and the Guarantors shall cause the Junior Priority Securities to be secured by perfected liens on the Collateral ranking junior in priority to the liens on the Collateral securing the Senior Priority Securities and the ABL Facility to the extent and in the manner provided for in the Junior Priority Indenture, the Junior Priority Intercreditor Agreement and the Junior Priority Security Documents and as described in the Offering Memorandum, in each case subject to no Liens except Permitted Liens. The Representative on behalf of the several Initial Purchasers, may, in its sole discretion, waive in writing the performance by the Company or any Guarantor of any one or more of the foregoing covenants or extend the time for their performance.
Sample 1
The Liens. The Company and the Guarantors shall cause the Securities to be secured by a perfected first priority lien on the Collateral (as defined in the Indenture and subject to the Intercreditor Agreements), in each case, to the extent and in the manner provided for in the Indenture and the Security Documents, and further subject in each case to there being no Liens except Permitted Liens (as defined in the Indenture).
Sample 1
The Liens. The Company and the Guarantors shall cause the Securities to be secured by perfected second priority liens on the Collateral (it being understood that the Revolving Credit Facility shall be secured by perfected first priority liens on the Collateral) to the extent and in the manner provided for in the Indenture and the Security Documents and as described in the Offering Memorandum, in each case, subject to no Liens except Permitted Collateral Liens. The Representative on behalf of the several Initial Purchasers, may, in its sole discretion, waive in writing the performance by the Company or any Guarantor of any one or more of the foregoing covenants or extend the time for their performance.
Sample 1

Related to The Liens

  • Perfection and Priority of Liens Receipt by the Administrative Agent of the following:

  • Security Interests Except for the conveyances hereunder and any subsequent pledge of the Receivables under the Indenture, the Seller will not sell, pledge, assign or transfer to any other Person, or grant, create, incur, assume or suffer to exist any Lien on any Receivable, whether now existing or hereafter created, or any interest therein, the Seller will immediately notify the Purchaser of the existence of any Lien on any Receivable and, in the event that the interests of the Purchaser (or any assignee thereof) in such Receivable are materially and adversely affected, such Receivable shall be repurchased from the Purchaser by the Seller in the manner and with the effect specified in Section 2.04, and the Seller shall defend the right, title and interest of the Purchaser in, to and under the Receivables, whether now existing or hereafter created, against all claims of third parties claiming through or under the Seller; provided, however, that nothing in this subsection shall prevent or be deemed to prohibit the Seller from suffering to exist upon any of the Receivables, Liens for municipal or other local taxes if such taxes shall not at the time be due and payable or if the Seller shall currently be contesting the validity of such taxes in good faith by appropriate proceedings and shall have set aside on its books adequate reserves with respect thereto.

  • 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.

  • Liens and Security Interests On and after the Closing Date, except for Liens permitted pursuant to Section 5.9 hereof, (a) there is and will be no U.C.C. Financing Statement or similar notice of Lien outstanding covering any personal property of any Company; (b) there is and will be no mortgage outstanding covering any real property of any Company; and (c) no real or personal property of any Company is subject to any Lien of any kind. No Company has entered into any contract or agreement (other than a contract or agreement entered into in connection with the purchase or lease of fixed assets that prohibits Liens on such fixed assets) that exists on or after the Closing Date that would prohibit Agent or the Lenders from acquiring a Lien on, or a collateral assignment of, any of the property or assets of any Company.

  • Security Interest Matters This Agreement creates a valid and continuing “security interest” (as defined in the Relevant UCC) in the Receivables in favor of the Trust, which security interest is prior to all other Liens and is enforceable as such as against creditors of and purchasers from the Depositor. The Receivables constitute “tangible chattel paper” (as defined in the Relevant UCC). The Depositor owns and has good and marketable title to the Receivables free and clear of any Lien, claim or encumbrance of any Person. The Depositor 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 Trust under this Agreement. Other than the security interest granted to the Trust under this Agreement, the Depositor has not pledged, assigned, sold, granted a security interest in or otherwise conveyed any of the Receivables. The Depositor has not authorized the filing of and is not aware of any financing statements against the Depositor that include a description of collateral covering the Receivables other than any financing statement relating to the security interest granted to the Trust under this Agreement or that has been terminated. The Depositor is not aware of any material judgment or tax lien filings against the Depositor. The security interest of the Seller in each Financed Vehicle has been validly assigned by the Depositor to the Trust.

  • Perfection of Liens Except for the limited agreements of the Senior Representatives pursuant to Section 5.05 hereof, none of the Senior Representatives or the Senior Secured Parties shall be responsible for perfecting and maintaining the perfection of Liens with respect to the Shared Collateral for the benefit of the Second Priority Representatives or the Second Priority Debt Parties. The provisions of this Agreement are intended solely to govern the respective Lien priorities as between the Senior Secured Parties and the Second Priority Debt Parties and shall not impose on the Senior Representatives, the Senior Secured Parties, the Second Priority Representatives, the Second Priority Debt Parties or any agent or trustee therefor any obligations in respect of the disposition of Proceeds of any Shared Collateral which would conflict with prior perfected claims therein in favor of any other Person or any order or decree of any court or governmental authority or any applicable law.