Common use of YOU GRANT US A SECURITY INTEREST Clause in Contracts

YOU GRANT US A SECURITY INTEREST. You give Us a first priority, continuing security interest in and Lien upon all of Your right, title and interest in each of the following, whether now owned or hereinafter acquired and wherever located: • All Receivables; • All Equipment; • All Fixtures; • All General Intangibles; • All Inventory; • All Investment Property; • All Deposit Accounts; • All Cash; • All commercial tort claims, if any, as listed on Schedule 1; • All Goods and personal property, whether tangible or intangible and whether now or hereinafter owned or existing, leased, consigned by or to or acquired and wherever located; and • To the extent not otherwise included, all Proceeds of each of the foregoing and all accessions to, substitutions and replacements for, rents, profits, and products of each of the foregoing. All the above listed items will be collectively called the “Collateral”. Notwithstanding the above, Collateral excludes Intellectual Property currently held or hereafter obtained, but includes proceeds of Intellectual Property (including but not limited to all rights to payment or General Intangibles arising from the proceeds); provided, however, other than non-exclusive Patent Licenses, exclusive Patent Licenses or co-exclusive Patent License with respect to geographic area, fields of use, customized products for specific customers or time based exclusivity, for product development and commercialization given in the ordinary course of Your business (each of the foregoing, together, the “Product Licenses”), in the event You transfer, sell, assign, grant a security interest in, hypothecate, permit or suffer to exist any Lien, or otherwise transfer any interest in or encumber any portion of the Intellectual Property, either voluntarily or involuntarily, without Our prior written consent, except in the case of Product Licenses Our security interest shall include (and shall be deemed to have included from the date of this Agreement) all Intellectual Property. You may enter into accounts receivable financing upon receipt and review by Us of said accounts receivable financing loan documentation and execution of an intercreditor agreement between Us and the accounts receivable financing provider, with terms reasonably acceptable to Us. Such financing may be secured solely by the underlying receivables and proceeds thereof.

Appears in 2 contracts

Samples: Loan and Security Agreement (Bayhill Therapeutics, Inc.), Loan and Security Agreement (Bayhill Therapeutics, Inc.)

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YOU GRANT US A SECURITY INTEREST. You give Us grant to Us, to secure the Secured Obligations, a first priority, continuing security interest in and continuing Lien (subject only to Permitted Liens) upon all of Your right, title and interest in each of the following, following whether now owned or hereinafter hereafter acquired and wherever located: • All Receivables; • All Equipment; • All Fixtures; • All General Intangibles; • All registered Intellectual Property listed on Exhibit C hereto, other than any United States intent-to-use trademark applications until such time as a verified statement of use with respect thereto has been filed with the United States Patent and Trademark Office ; • All Inventory; • All Investment Property; • All Deposit Accounts; • All Cash; • All commercial tort claims, if any, as listed on Schedule 1Exhibit C; • All Goods and personal propertyGoods, whether tangible or intangible and whether now or hereinafter owned or existing, leased, consigned by or to or acquired and wherever located; and • To the extent not otherwise included, all Proceeds of each of the foregoing and all accessions to, substitutions and replacements for, rents, profits, and products of each of the foregoing. All the above listed items will be collectively called the “Collateral” along with any owned real property (if any) to be pledged to Us pursuant to Section 18. Notwithstanding anything contained in this Agreement to the abovecontrary, Collateral excludes the term “Collateral” shall not include: (i) any rights or interest in any contract, lease, permit, license, charter or license agreement covering Your real or personal property if under the terms of such contract, lease, permit, license, charter or license agreement, or applicable law with respect thereto, the grant of a Lien therein is prohibited as a matter of law or under the terms of such contract, lease, permit, license, charter or license agreement and such prohibition or restriction has not been waived or the consent of the other party to such contract, lease, permit, license, charter or license agreement has not been obtained (provided, that, (A) the foregoing exclusions of this clause (i) shall in no way be construed (1) to apply to the extent that any described prohibition or restriction is unenforceable under Section 9-406, 9-407, 9-408, or 9-409 of the UCC or other applicable law, or (2) to apply to the extent that any consent or waiver has been obtained that would permit Our Lien notwithstanding the prohibition or restriction on the pledge of such contract, lease, permit, license, charter or license agreement and (B) the foregoing exclusions of clause (i) shall in no way be construed to limit, impair, or otherwise affect any of Our continuing Liens upon any rights or interests of You in or to (1) monies due or to become due under any described contract, lease, permit, license, charter or license agreement (including any Accounts), or (2) any proceeds from the sale, license, lease, or other dispositions of any such contract, lease, permit, license, charter or license agreement); (ii) any and all Intellectual Property, whether now owned or hereafter acquired, other than Intellectual Property currently held Collateral; or hereafter (iii) property subject to Permitted Liens to the extent that a grant or perfection of a Lien in favor of Us on any such property is prohibited by or results in a breach or termination of, or constitutes a default under, the documentation governing such Liens or the obligations secured by such Liens (other than to the extent that such terms would be rendered ineffective pursuant to Section 9-406, 9-407, 9-408 or 9-409 of the UCC (or any successor provision or provisions) of any relevant jurisdiction and other than to the extent all necessary consents to creation, attachment and perfection of Our Liens thereon have been obtained) and, but includes proceeds in any event, immediately upon the ineffectiveness, lapse or termination of Intellectual Property (including but not limited to all rights to payment such terms or General Intangibles arising from the proceeds)obtainment of such consents, such property shall be included in the term “Collateral”; provided, however, that the term “Collateral” shall include any and all Proceeds of such property (other than (x) any non-exclusive Patent Licensescash Proceeds of Intellectual Property Collateral, exclusive Patent Licenses (y) to the extent that such Proceeds are required to be applied to the obligations they secure, or co-exclusive Patent License with respect (z) any other Proceeds that would otherwise be excluded from Collateral pursuant to geographic area, fields of use, customized products for specific customers or time based exclusivity, for product development and commercialization given in the ordinary course of Your business (each any of the foregoing, together, the “Product Licenses”), in the event You transfer, sell, assign, grant a security interest in, hypothecate, permit or suffer to exist any Lien, or otherwise transfer any interest in or encumber any portion of the Intellectual Property, either voluntarily or involuntarily, without Our prior written consent, except in the case of Product Licenses Our security interest shall include (and shall be deemed to have included from the date foregoing provisions of this Agreement) all Intellectual Property. You may enter into accounts receivable financing upon receipt and review by Us of said accounts receivable financing loan documentation and execution of an intercreditor agreement between Us and the accounts receivable financing provider, with terms reasonably acceptable to Us. Such financing may be secured solely by the underlying receivables and proceeds thereofparagraph).

Appears in 2 contracts

Samples: And Security Agreement (Gevo, Inc.), And Security Agreement (Gevo, Inc.)

YOU GRANT US A SECURITY INTEREST. Each of You give grants to Us a first priority, continuing security interest (subject to the Subordination Agreement between Us and Working Capital Lender) in and Lien upon all of Your right, title and interest in each of the following, following whether now owned or hereinafter acquired and wherever located: • All Receivables; • All Equipment; • All Fixtures; • All General Intangibles; • All Intellectual Property; • All Inventory; • All Investment Property; • All Deposit Accounts; • All Cash; • All commercial tort claims, if any, as listed on Schedule 1Exhibit C; • All Goods and personal property, whether tangible or intangible and whether now or hereinafter owned or existing, leased, consigned by or to or acquired and wherever located; and • To the extent not otherwise included, all Proceeds of each of the foregoing and all accessions to, substitutions and replacements for, rents, profits, and products of each of the foregoing. All the above listed items will be collectively called the “Collateral”. Notwithstanding the above, Collateral excludes Intellectual Property currently held or hereafter obtained, but includes proceeds Proceeds of Intellectual Property (including but not limited to all Receivables, rights to payment or and General Intangibles arising from the proceedssale, licensing or disposition of all or any part of, or rights in, the foregoing); provided, however, other than non-exclusive Patent Licenses, exclusive Patent Licenses or co-exclusive Patent License with respect to geographic area, fields of use, customized products for specific customers or time based exclusivity, for product development and commercialization licenses given in the ordinary course of Your business (each of the foregoing, together, the “Product Licenses”)business, in the event any of You transfer, sell, assign, grant a security interest in, hypothecate, permit or suffer to exist any Lien, or otherwise transfer any interest in or encumber any portion of the Intellectual Property, either voluntarily or involuntarily, without Our prior written consent, except in the case of Product Licenses Our security interest shall include (and shall be deemed to have a Lien in such assets included from the date of this AgreementClosing Date) all Intellectual Property. You may enter into accounts receivable financing upon receipt and review by Us of said accounts receivable financing loan documentation and execution of an intercreditor agreement between Us and the accounts receivable financing provider, with terms reasonably acceptable to Us. Such financing may be secured solely by the underlying receivables and proceeds thereof.Growth Capital Loan - ENDOCHOICE 4

Appears in 2 contracts

Samples: Loan and Security Agreement (ECPM Holdings, LLC), Loan and Security Agreement (ECPM Holdings, LLC)

YOU GRANT US A SECURITY INTEREST. Each of You give Us hereby grants to Collateral Agent, on behalf of and for the benefit of Collateral Agent and Lenders (and hereby reaffirms, as more particularly set forth in Section 20, paragraph “Amendment and Restatement; Reaffirmation and Continuation of Liens,” the prior grant to TPVG of), a first prioritypriority (subject only to those Permitted Liens that are allowed as first in priority as set forth herein), continuing security interest in and Lien upon all of Your right, title and interest in each of the following, following whether now owned or hereinafter acquired and wherever located: • All Receivables; • All Equipment; • All Fixtures; • All General Intangibles; • All Inventory; • All Investment Property; • All Deposit Accounts; • All Cash; • All commercial tort claims, if any, as listed on Schedule 1Exhibit C; • All Goods and personal property, whether tangible or intangible and whether now or hereinafter owned or existing, leased, consigned by or to or acquired and wherever located; and • To the extent not otherwise included, all Proceeds of each of the foregoing and all accessions to, substitutions and replacements for, rents, profits, and products of each of the foregoing. All the above listed items will be collectively called the “Collateral”. Notwithstanding the above, Collateral excludes (i) any lease, license, contract or agreement to which You are a party, in each case, if and only if, and solely to the extent that, the grant of a security interest therein is prohibited by applicable laws, rules or regulations or is prohibited by or shall constitute or result in a breach, termination or default or invalidity thereunder or thereof (other than to the extent that any such term would be rendered ineffective with respect to the creation of the security interest hereunder pursuant to Sections 9-406, 9-407, 9-408 or 9-409 of the UCC of any relevant jurisdiction or any other applicable law or principals of equity); provided that immediately upon the time at which the consequences described in the foregoing clause shall no longer exist, the Collateral shall include, and You shall be deemed to have granted a security interest in, all of Your right, title and interest in such lease, license, contract or agreement, (ii) any equity securities in excess of 65% of the equity securities of any Foreign Subsidiary that is not a Material Foreign Subsidiary, and (iii) Intellectual Property currently held or hereafter obtained, but includes proceeds Proceeds of Intellectual Property (including but not limited to all Receivables, rights to payment or and General Intangibles arising from the proceedssale, licensing or disposition of all or any part of, or rights in, the foregoing); provided, however, other than non-exclusive Patent Licenses, exclusive Patent Licenses or co-exclusive Patent License with respect to geographic area, fields of use, customized products for specific customers or time based exclusivity, for product development and commercialization licenses given in the ordinary course of Your business (each of the foregoing, together, the “Product Licenses”)business, in the event any of You transfer, sell, assign, grant a security interest in, hypothecate, permit or suffer to exist any Lien, or otherwise transfer any interest in or encumber any portion of the Intellectual Property, either voluntarily or involuntarily, without Our prior written consent, except in the case of Product Licenses Our Collateral Agent’s security interest shall include (and shall be deemed to have a Lien in such assets included from the date of this AgreementClosing Date) all Intellectual Property. You may enter ForgeRock Limited will grant Collateral Agent, on behalf of and for the benefit of Collateral Agent and Lenders the security interest and Lien referred to above by ForgeRock Limited entering into accounts receivable financing upon receipt the Debenture. This Agreement is not intended to and review by Us does not of said accounts receivable financing loan documentation and execution itself create any security interest or Lien over all or any part of an intercreditor agreement between Us and the accounts receivable financing provider, with terms reasonably acceptable to Us. Such financing may be secured solely by the underlying receivables and proceeds thereofForgeRock Limited’s Collateral.

Appears in 2 contracts

Samples: Loan and Security Agreement (ForgeRock, Inc.), Loan and Security Agreement (ForgeRock, Inc.)

YOU GRANT US A SECURITY INTEREST. Each of You give grants to Us a first priority, continuing security interest in and Lien upon all of Your right, title and interest in each of the following, following whether now owned or hereinafter acquired and wherever located: • All Receivables; • All Equipment; • All Fixtures; • All General Intangibles; • All Intellectual Property; • All Inventory; • All Investment Property; • All Deposit Accounts; • All Cash; • All commercial tort claims, if any, as listed on Schedule 1Exhibit C; • All Goods and personal property, whether tangible or intangible and whether now or hereinafter owned or existing, leased, consigned by or to or acquired and wherever located; and • To the extent not otherwise included, all Proceeds of each of the foregoing and all accessions to, substitutions and replacements for, rents, profits, and products of each of the foregoing. All the above listed items will be collectively called the “Collateral”. Notwithstanding the above, Collateral excludes Intellectual Property currently held or hereafter obtained, but includes proceeds Proceeds of Intellectual Property (including but not limited to all Receivables, rights to payment or and General Intangibles arising from the proceedssale, licensing or disposition of all or any part of, or rights in, the foregoing); provided, however, other than non-exclusive Patent Licenses, licenses or non-perpetual exclusive Patent Licenses or co-exclusive Patent License licenses with respect to geographic area, fields of use, use and customized products for specific customers or time based exclusivitythat would not result in a transfer of title of the licensed property under applicable law, for product development and commercialization all given in the ordinary course of Your business (each of the foregoing, together, the “Product Licenses”)business, in the event any of You transfer, sell, assign, grant a security interest in, hypothecate, permit or suffer to exist any Lien, or otherwise transfer any interest in or encumber any portion of the Intellectual Property, either voluntarily or involuntarily, without Our prior written consent, except in the case of Product Licenses Our security interest shall include (and shall be deemed to have a Lien in such assets included from the date of this AgreementClosing Date) all Intellectual Property. You may enter into accounts receivable financing upon receipt and review by Us of said accounts receivable financing loan documentation and execution of an intercreditor agreement between Us and the accounts receivable financing provider, with terms reasonably acceptable to Us. Such financing may be secured solely by the underlying receivables and proceeds thereof.

Appears in 1 contract

Samples: Joinder Agreement (Personalis, Inc.)

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YOU GRANT US A SECURITY INTEREST. In order to secure the Secured Obligations, You give grant to Us a first prioritypriority (subject to Permitted Liens), continuing security interest in and Lien upon all of Your right, title and interest in each of the following, following whether now owned or hereinafter acquired and wherever located: • All Receivables; • All Equipment; • All Fixtures; • All General Intangibles; • All Intellectual Property; • All Inventory; • All Investment Property; • All Deposit Accounts; • All Cash; • All commercial tort claims, if any, as listed on Schedule 1the Certificate of Perfection; • All Goods and personal property, whether tangible or intangible and whether now or hereinafter owned or existing, leased, consigned by or to or acquired and wherever located; and • To the extent not otherwise included, all Proceeds of each of the foregoing and all accessions to, substitutions and replacements for, rents, profits, and products of each of the foregoing. All the above listed items will be collectively called the “Collateral”. Notwithstanding the foregoing, Our Lien on the Collateral shall be subordinated to the Senior Loan Facility as set forth in the Intercreditor Agreement. Notwithstanding the above, (a) Collateral does not include more than 65% of the present existing and hereafter arising issued and outstanding shares of capital stock owned by Borrower of any Foreign Subsidiary which shares entitle the holder thereof to vote for directors or any other matter and (b) Collateral excludes Intellectual Property RingCentral_GrowthCapitalLoan 4 currently held or hereafter obtained, but includes proceeds Proceeds of Intellectual Property (including but not limited to all Receivables, rights to payment or and General Intangibles arising from the proceedssale, licensing or disposition of all or any part of, or rights in, the foregoing); provided, however, other than non-exclusive Patent Licenses, licenses or non-perpetual exclusive Patent Licenses or co-exclusive Patent License licenses with respect to geographic area, fields of use, use and customized products for specific customers or time based exclusivitythat would not result in a transfer of title of the licensed property under applicable law, for product development and commercialization all given in the ordinary course of Your business (each of the foregoing, together, the “Product Licenses”)business, in the event You transfer, sell, assign, grant a security interest in, hypothecate, permit or suffer to exist any Lien, or otherwise transfer any interest in or encumber any portion of the Intellectual Property, either voluntarily or involuntarily, without Our prior written consent, except in the case of Product Licenses Our security interest shall include (and shall be deemed to have a Lien in such assets included from the date of this AgreementClosing Date) all Intellectual Property. You may enter into accounts receivable financing upon receipt and review by Us of said accounts receivable financing loan documentation and execution of an intercreditor agreement between Us and the accounts receivable financing provider, with terms reasonably acceptable to Us. Such financing may be secured solely by the underlying receivables and proceeds thereof.

Appears in 1 contract

Samples: Loan and Security Agreement (RingCentral Inc)

YOU GRANT US A SECURITY INTEREST. You give grant to Us a first priority, continuing security interest in and continuing Lien (subject only to Permitted Liens) upon all of Your right, title and interest in each of the following, following whether now owned or hereinafter hereafter acquired and wherever located: ð All Receivables; ð All Equipment; ð All Fixtures; ð All General Intangibles; ð All registered Intellectual Property listed on Exhibit C hereto, other than any United States intent-to-use trademark applications until such time as a verified statement of use with respect thereto has been filed with the United States Patent and Trademark Office; ð All Inventory; ð All Investment Property; ð All Deposit Accounts; ð All Cash; ð All commercial tort claims, if any, as listed on Schedule 1Exhibit C; ð All Goods and personal propertyGoods, whether tangible or intangible and whether now or hereinafter owned or existing, leased, consigned by or to or acquired and wherever located; and ð To the extent not otherwise included, all Proceeds of each of the foregoing and all accessions to, substitutions and replacements for, rents, profits, and products of each of the foregoing. All the above listed items will be collectively called the “Collateral” along with any owned real property (if any) to be pledged to Us pursuant to Section 18. Notwithstanding anything contained in this Agreement to the abovecontrary, Collateral excludes the term “Collateral” shall not include: (i) any rights or interest in any contract, lease, permit, license, charter or license agreement covering Your real or personal property if under the terms of such contract, lease, permit, license, charter or license agreement, or applicable law with respect thereto, the grant of a Lien therein is prohibited as a matter of law or under the terms of such contract, lease, permit, license, charter or license agreement and such prohibition or restriction has not been waived or the consent of the other party to such contract, lease, permit, license, charter or license agreement has not been obtained (provided, that, (A) the foregoing exclusions of this clause (i) shall in no way be construed (1) to apply to the extent that any described prohibition or restriction is unenforceable under Section 9-406, 9-407, 9-408, or 9-409 of the UCC or other applicable law, or (2) to apply to the extent that any consent or waiver has been obtained that would permit Our Lien notwithstanding the prohibition or restriction on the pledge of such contract, lease, permit, license, charter or license agreement and (B) the foregoing exclusions of clause (i) shall in no way be construed to limit, impair, or otherwise affect any of Our continuing Liens upon any rights or interests of You in or to (1) monies due or to become due under any described contract, lease, permit, license, charter or license agreement (including any Accounts), or (2) any proceeds from the sale, license, lease, or other dispositions of any such contract, lease, permit, license, charter or license agreement); (ii) any and all Intellectual Property, whether now owned or hereafter acquired, other than Intellectual Property currently held Collateral; or hereafter (iii) property subject to Permitted Liens to the extent that a grant or perfection of a Lien in favor of Us on any such property is prohibited by or results in a breach or termination of, or constitutes a default under, the documentation governing such Liens or the obligations secured by such Liens (other than to the extent that such terms would be rendered ineffective pursuant to Section 9-406, 9-407, 9-408 or 9-409 of the UCC (or any successor provision or provisions) of any relevant jurisdiction and other than to the extent all necessary consents to creation, attachment and perfection of Our Liens thereon have been obtained) and, but includes proceeds in any event, immediately upon the ineffectiveness, lapse or termination of Intellectual Property (including but not limited to all rights to payment such terms or General Intangibles arising from the proceeds)obtainment of such consents, such property shall be included in the term “Collateral”; provided, however, that the term “Collateral” shall include any and all Proceeds of such property (other than (x) any non-exclusive Patent Licensescash Proceeds of Intellectual Property Collateral, exclusive Patent Licenses (y) to the extent that such Proceeds are required to be applied to the obligations they secure, or co-exclusive Patent License with respect (z) any other Proceeds that would otherwise be excluded from Collateral pursuant to geographic area, fields of use, customized products for specific customers or time based exclusivity, for product development and commercialization given in the ordinary course of Your business (each any of the foregoingforegoing provisions of this paragraph). Additionally, togetherfrom and after receipt by Us of all the documents set forth in Section 18, the Product Licenses”), in the event You transfer, sell, assign, grant a security interest in, hypothecate, permit or suffer Additional Documents DevCo and/or Opco shall provide to exist any Lien, or otherwise transfer any interest in or encumber any portion Us upon consummation of the Intellectual PropertyAgri-Energy Acquisitions,” (a) as to DevCo only, either voluntarily “Collateral” shall be limited to the Stock issued by Opco to Devco and Gevo_0467-GC 7 all Proceeds thereof and (b) We shall execute and deliver any other agreements, documents and instruments as Devco reasonably may request in order to effect or involuntarily, without Our prior written consent, except in evidence the case releases of Product Licenses Our security interest shall include (all of Devco’s other personal property as contemplated hereby and shall be deemed file an amendment to have included from the date of this Agreement) all Intellectual Property. You may enter into accounts receivable any financing upon receipt and review statement previously filed by Us of said accounts receivable financing loan documentation and execution of an intercreditor agreement between Us and the accounts receivable financing provider, with terms reasonably acceptable in order to Us. Such financing may be secured solely by the underlying receivables and proceeds thereofreflect such releases.

Appears in 1 contract

Samples: Loan and Security Agreement (Gevo, Inc.)

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