CA UK definition
Examples of CA UK in a sentence
The fair salable value of Borrower’s assets (including goodwill minus disposition costs) exceeds the fair value of its liabilities; Borrower is not left with unreasonably small capital after the transactions in this Agreement; and Borrower is able to pay its debts (including trade debts) as they mature and CA UK is not unable to pay its debts (including trade debts) within the meaning of the UK Insolvency ▇▇▇ ▇▇▇▇ and has not stopped paying its debts as they fall due.
Each Borrower, other than CA UK, represents, warrants, and covenants that the security interest granted herein is and shall at all times continue to be a first priority perfected security interest in the Collateral (subject only to Permitted Liens that may have superior priority to Bank’s Lien under this Agreement).
Each Borrower, other than CA UK, hereby grants Bank, to secure the payment and performance in full of all of the Obligations, a continuing security interest in, and pledges to Bank, the Collateral, wherever located, whether now owned or hereafter acquired or arising, and all proceeds and products thereof.
CA UK agrees to deliver to the Bank on the date of this Amendment the Debenture duly executed by CA UK.
If to Borrower: ChannelAdvisor Corporation ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇ Attn: ▇▇▇▇ ▇▇▇▇▇▇▇▇ Fax: ▇▇▇-▇▇▇-▇▇▇▇ Email: ▇▇▇▇.▇▇▇▇▇▇▇▇@▇▇▇▇▇▇▇▇▇▇▇▇▇▇.▇▇▇ If to CA UK: ChannelAdvisor UK Limited Cedar House ▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ If to Lender: Gold Hill Capital 2008, L.P. ▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇.
Borrower (except for CA UK) and each of its Subsidiaries are duly existing and in good standing as Registered Organizations in their respective jurisdictions of formation and are qualified and licensed to do business and are in good standing in any jurisdiction in which the conduct of their business or their ownership of property requires that they be qualified except where the failure to do so could not reasonably be expected to have a material adverse effect on Borrower’s business.
CA UK is a private limited company, duly incorporated and validly existing under the laws of England and has the power to carry on its business as it is now being conducted and to own its property and other assets.
The payment and performance in full of all the Obligations and the performance of CA UK’s duties under the Loan Documents is also secured under the Debenture and any and all other security agreements, mortgages or other collateral granted to Bank by CA UK as security for the Obligations, now or in the future.
CA UK acknowledges that the Obligations are due and owing to Bank from the Original Borrowers, and upon this Amendment becoming effective are due and owing from CA UK and the Original Borrowers jointly and severally, without any defense, offset or counterclaim of any kind or nature whatsoever.
CA UK agrees to be bound by and to honor, perform and comply with, in all respects, all terms and provisions of all of the Loan Documents, to the same extent as though CA UK were named therein jointly and severally with the Original Borrowers.