Earn-Out Collateral definition

Earn-Out Collateral means the property described in Section 3.1. “Effective Yield” means, as to any Indebtedness, the effective yield on such Indebtedness in the reasonable determination of the Lender in consultation with the Borrower and consistent with generally accepted financial practices, taking into account the applicable interest rate margins, any interest rate floors, or similar devices and all fees, including upfront or similar fees or original issue discount paid with respect to the initial incurrence of any such Indebtedness (amortized over the shorter of (i) the remaining weighted average life to maturity of such Indebtedness and (ii) the four years following the date of incurrence thereof) payable generally to lenders or other institutions providing such Indebtedness, including any arrangement, commitment, underwriting, structuring, ticking and other similar fees payable in connection therewith as well as any original issue discount or upfront fees payable in connection with the funding of such Indebtedness. “Environmental Laws” means all applicable federal, state, local and foreign Laws, statutes, ordinances, codes, rules, legally binding standards and regulations, now or hereafter in effect, and in each case as amended or supplemented from time to time, and any applicable non-appealable judicial or administrative interpretation thereof, including any applicable legally binding judicial or administrative order, consent decree or judgment, imposing liability or standards of conduct for or relating to the regulation and protection of human health and safety (to the extent related to exposure to Hazardous Materials), the environment and natural resources (including ambient air, surface water, groundwater, wetlands, land surface or subsurface strata, wildlife, aquatic species and vegetation). “Environmental Liabilities” means, with respect to any Person, all liabilities, obligations, costs, losses, damages, fine, penalties and expenses (including all fees, disbursements and expenses of counsel, experts and consultants), incurred as a result of or related to any claim, suit, action, investigation, proceeding or demand by any Person, whether based in contract, tort, implied or express warranty, strict liability, criminal or civil statute or common law, arising under or related to any Environmental Laws or permits, or in connection with any Release or threatened Release or presence of a Hazardous Material whether on, at, in, under, from or about or in the vicinity of a...
Sample 1
Earn-Out Collateral means the following subset of the Collateral: (i) all “accounts” arising from the sale of the Product in the Territory or under any Patent License with respect to the Product to the extent such Patent License relates to sales in the Territory; (ii) all inventory of the Product destined for use in the Territory; (iii) all United States Patents, copyrights and trademarks relating to the Product in the Territory and all Patent Licenses relating to the promotion and sale of the Product in the Territory and (iv) all “proceeds”, insurance claims, and other rights to payment not otherwise included in the foregoing and arising from or related to any of the foregoing, products of the foregoing and all accessions to, substitutions and replacements for, and rents and profits of, each of the foregoing and all books and records related to any of the foregoing.
Sample 1

Examples of Earn-Out Collateral in a sentence

  • The Obligors shall not and shall not permit any Subsidiary to voluntarily or involuntarily transfer, sell, lease, license, lend, pledge, dispose of or in any other manner convey any equitable, beneficial or legal interest in any or all of the Earn-Out Collateral.

  • Upon the complete payment to EMD Serono of all amounts payable pursuant to Section 10.12 through December 31, 2023, EMD Serono shall release the hypothecs and security interest created in its favor pursuant to Section 10.13 on the Earn-Out Collateral.

Related to Earn-Out Collateral

  • Threshold Event Collateral shall have the meaning assigned to such term in Section 5(g).

  • Current Asset Collateral means all the “ABL Priority Collateral” as defined in the ABL Intercreditor Agreement.

  • Purchase Agreement Collateral has the meaning specified in Section 6.9 of this Agreement.

  • Pledge Agreement Collateral means all "Collateral" as defined in the Pledge Agreement.

  • Security Agreement Collateral means all "Collateral" as defined in the Security Agreement.

  • UCC Collateral is defined in Section 3.03.

  • Additional Collateral Any of the following held, in addition to the related Mortgaged Property, as security for a Mortgage Loan: (i) all money, securities, security entitlements, accounts, general intangibles, payment rights, instruments, documents, deposit accounts, certificates of deposit, commodities contracts and other investment property and other property of whatever kind or description now existing or hereafter acquired which is pledged as security for the repayment of such Mortgage Loan, (ii) third-party guarantees, and (A) all money, securities, security entitlements, accounts, general intangibles, payment rights, instruments, documents, deposit accounts, certificates of deposit, commodities contracts and other investment property and other property of whatever kind or description now existing or hereafter acquired which is pledged as collateral for such guarantee or (B) any mortgaged property securing the performance of such guarantee, or (iii) such other collateral as may be set forth in the Series Supplement.

  • U.S. Collateral means any and all property owned, leased or operated by a Person covered by the U.S. Collateral Documents and any and all other property of any U.S. Loan Party, now existing or hereafter acquired, that may at any time be or become subject to a security interest or Lien in favor of the Administrative Agent to secure the Secured Obligations.

  • Account Collateral means, with respect to each Account, such Account, together with all cash, securities, Financial Assets and investments and other property from time to time deposited or credited to such Account and all proceeds thereof, including, with respect to the Reserve Fund, the Reserve Fund Deposit and the Reserve Fund Amount.

  • Stock Collateral means, collectively, the Collateral described in clauses (a) through (c) of Section 3 hereof and the proceeds of and to any such property and, to the extent related to any such property or such proceeds, all books, correspondence, credit files, records, invoices and other papers.

  • Control Collateral means any Collateral consisting of any Certificated Security (as defined in Section 8-102 of the Uniform Commercial Code), Investment Property, Deposit Account, Instruments and any other Collateral as to which a Lien may be perfected through possession or control by the secured party, or any agent therefor.

  • ABL Collateral means all of the assets and property of any Grantor, whether real, personal or mixed, with respect to which a Lien is granted as security for any ABL Obligations.

  • As-Extracted Collateral means “as-extracted collateral” as such term is defined in the Uniform Commercial Code as in effect on the date hereof in the State of New York.

  • Patent Collateral means all Patents, whether now owned or hereafter acquired by the Company that are associated with the Business.

  • First Priority Collateral means all assets, whether now owned or hereafter acquired by the Borrower or any other Loan Party, in which a Lien is granted or purported to be granted to any First Priority Secured Party as security for any First Priority Obligation.

  • UCC Filing Collateral means any Collateral, including Collateral constituting investment property, for which a security interest can be perfected by filing a UCC-1 financing statement.

  • Underlying Collateral means, with respect to a Loan Asset, any property or other assets designated and pledged or mortgaged as collateral to secure repayment of such Loan Asset, as applicable, including, without limitation, mortgaged property and/or a pledge of the stock, membership or other ownership interests in the related Obligor and all proceeds from any sale or other disposition of such property or other assets.

  • Mortgage Collateral the “Collateral” as defined in the Mortgage Loan Agreement.

  • Possessory Collateral means any Shared Collateral in the possession of a Collateral Agent (or its agents or bailees), to the extent that possession thereof perfects a Lien thereon under the Uniform Commercial Code of any jurisdiction. Possessory Collateral includes, without limitation, any Certificated Securities, Promissory Notes, Instruments, and Chattel Paper, in each case, delivered to or in the possession of the Collateral Agent under the terms of the First-Lien Security Documents.

  • Additional Collateral Mortgage Loan Each Mortgage Loan identified as such in the Mortgage Loan Schedule.

  • Primary Collateral With respect to any Cross-Collateralized Mortgage Loan, any Mortgaged Property (or portion thereof) designated as directly securing such Cross-Collateralized Mortgage Loan and excluding any Mortgaged Property (or portion thereof) as to which the related lien may only be foreclosed upon by exercise of the cross-collateralization provisions of such Cross-Collateralized Mortgage Loan.

  • Senior Collateral means any “Collateral” as defined in any Credit Agreement Loan Document or any other Senior Debt Document or any other assets of the Company or any other Grantor with respect to which a Lien is granted or purported to be granted pursuant to a Senior Collateral Document as security for any Senior Obligations.

  • Collateral has the meaning specified in the Granting Clause of this Indenture.

  • Receivables Collateral That portion of the Collateral which consists of Accounts, Accounts Receivable, General Intangibles, Chattel Paper, Instruments, Documents of Title, Documents, Investment Property, Payment Intangibles, Letter-of-Credit Rights, bankers’ acceptances, and all other rights to payment.

  • Original Collateral Sale Date means 8 December 2020.

  • Original Collateral Sale Price means JPY 12,657,716,800. Notwithstanding anything to the contrary in the Collateral Sale Agreement, the consideration for the Initial Charged Assets is the Issue Price of the Notes plus the entry into the Swap Agreement by the Issuer.